REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is entered into
as of October 3, 2000, by and among Prime  Companies,  Inc. a  corporation  duly
incorporated  and  existing  under  the  laws  of the  State  of  Delaware  (the
"Company"),  and the investor as named on the signature page hereto (hereinafter
referred to as "Investor").

                                    RECITALS:

         WHEREAS,  pursuant  to the  Company's  offering  ("Offering")  of up to
Thirty Million Dollars ($30,000,000) of Common Stock of the Company, pursuant to
that  certain  Investment  Agreement  of even  date  herewith  (the  "Investment
Agreement") between the Company and the Investor, the Company has agreed to sell
and the Investor  has agreed to  purchase,  from time to time as provided in the
Investment  Agreement,  shares  of the  Company's  Common  Stock  for a  maximum
aggregate offering amount as described above;

         WHEREAS, pursuant to the terms of the Investment Agreement, the Company
has agreed to issue to the Investor the  Commitment  Warrants  and, from time to
time, the Purchase Warrants, each as defined in the Investment Agreement, and in
certain  events  Additional  Warrants  (as defined in the  Warrant  Antidilution
Agreement  between the Company and the  Investor) to purchase a number of shares
of Common Stock,  exercisable for five (5) years from their  respective dates of
issuance (collectively, the "Warrants"); and

         WHEREAS, pursuant to the terms of the Investment Agreement, the Company
has agreed to provide the Investor with certain registration rights with respect
to the Common Stock to be issued in the  Offering and the Common Stock  issuable
upon exercise of the Warrants as set forth in this Agreement.

                                     TERMS:

         NOW,   THEREFORE,    in   consideration   of   the   mutual   promises,
representations,   warranties,  covenants  and  conditions  set  forth  in  this
Agreement  and for  other  good and  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1. Certain  Definitions.  As used in this Agreement (including the Recitals
above),  the following terms shall have the following meanings (such meanings to
be equally applicable to both singular and plural forms of the terms defined):

     "Additional  Registration  Statement"  shall have the  meaning set forth in
Section 3(b).

     "Additional  Warrants"  shall have the  meaning  ascribed to it the Warrant
Antidilution Agreement between the Company and the Investor.

     "Amended  Registration  Statement"  shall  have the  meaning  set  forth in
Section 3(b).

     "Business  Day"  shall  have  the  meaning  set  forth  in  the  Investment
Agreement.

     "Closing  Bid Price"  shall have the  meaning  set forth in the  Investment
Agreement.
<PAGE>

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

     "Due Date" shall mean the date that is one hundred  twenty (120) days after
the date of this Agreement.

     "Effective Date" shall have the meaning set forth in Section 2.3.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
together with the rules and regulations promulgated thereunder.

     "Filing  Deadline"  shall mean the date that is forty-five  (45) days after
the date of this Agreement.

     "Ineffective Period" shall mean any period of time after the Effective Date
during the term  hereof  that the  Registration  Statement  or any  Supplemental
Registration   Statement  (each  as  defined  herein)  becomes   ineffective  or
unavailable for use for the sale or resale, as applicable,  of any or all of the
Registrable  Securities (as defined  herein) for any reason (or in the event the
prospectus under either of the above is not current and deliverable).

     "Investment  Agreement"  shall have the meaning  set forth in the  Recitals
hereto.

     "Investor"  shall  have  the  meaning  set  forth in the  preamble  to this
Agreement.

     "Holder"  shall mean  Investor,  and any other  person or entity  owning or
having the right to acquire Registrable Securities or any permitted assignee.

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

     "Put" shall have the meaning as set forth in the Investment Agreement.

     "Register,"  "Registered,"  and  "Registration"  shall  mean and refer to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document in compliance with the Securities Act and pursuant to Rule 415
under the Securities Act or any successor  rule, and the declaration or ordering
of effectiveness of such registration statement or document.

     "Registrable Securities" shall have the meaning set forth in Section 2.1.

     "Registration Statement" shall have the meaning set forth in Section 2.2.

     "Rule  144"  shall  mean  Rule  144,  as  amended,  promulgated  under  the
Securities Act.

     "Securities  Act"  shall  mean  the  Securities  Act of 1933,  as  amended,
together with the rules and regulations promulgated thereunder.

     "Supplemental  Registration  Statement" shall have the meaning set forth in
Section 3(b).
<PAGE>

     "Warrants" shall have the meaning set forth in the above Recitals.

     "Warrant  Shares" shall mean shares of Common Stock  issuable upon exercise
of any Warrant.

         2.       Required Registration.

     2.1  Registrable  Securities.  "Registrable  Securities"  shall  mean those
shares of the Common Stock of the Company together with any capital stock issued
in replacement of, in exchange for or otherwise in respect of such Common Stock,
that are:  (i)  issuable or issued to the  Investor  pursuant to the  Investment
Agreement,  (ii)  issuable or issued upon  exercise  of the  Warrants,  or (iii)
issued or issuable  pursuant to the Warrant  Antidilution  Agreement between the
Company and the Investor; provided, however, that notwithstanding the above, the
following shall not be considered Registrable Securities:

          (a) any Common Stock which would otherwise be deemed to be Registrable
     Securities,  if and to the extent that those  shares of Common Stock may be
     resold in a public transaction without volume limitations or other material
     restrictions  without  registration  under the  Securities  Act,  including
     without limitation, pursuant to Rule 144 under the Securities Act; and

          (b) any  shares  of  Common  Stock  which  have been sold in a private
     transaction in which the  transferor's  rights under this Agreement are not
     assigned.

     2.2 Filing of Initial  Registration  Statement.  The Company shall,  by the
Filing Deadline,  file a registration  statement  ("Registration  Statement") on
Form SB-2 (or other suitable form, at the Company's  discretion,  but subject to
the reasonable approval of Investor),  covering the resale of a number of shares
of Common Stock as  Registrable  Securities  equal to at least  Fifteen  Million
(15,000,000)  shares of Common Stock and shall cover,  to the extent  allowed by
applicable law, such  indeterminate  number of additional shares of Common Stock
that may be issued or become  issuable as Registrable  Securities by the Company
pursuant  to Rule 416 of the  Securities  Act. In the event that the Company has
not filed the Registration  Statement by the Filing  Deadline,  then the Company
shall pay to Investor an amount equal to $500,  in cash,  for each  Business Day
after the Filing Deadline until such  Registration  Statement is filed,  payable
within ten (10) Business Days  following the end of each calendar month in which
such payments  accrue.  In addition,  anytime the Company has issued  Additional
Warrants  to the  Investor  totaling  300,000  or  more  shares  which  are  not
registered for resale, the Company shall promptly file a registration  statement
(on Form SB-2, or other suitable form, at the Company's discretion,  but subject
to the  reasonable  approval of  Investor),  covering  the resale of a number of
shares of Common Stock as Registrable Securities equal to at least the number of
Additional Warrant shares that are not registered for resale and shall cover, to
the extent allowed by applicable  law, such  indeterminate  number of additional
shares of Common  Stock  that may be issued or become  issuable  as  Registrable
Securities by the Company pursuant to Rule 416 of the Securities Act.

     2.3 Registration  Effective Date. The Company shall use its best efforts to
have the Registration  Statement declared effective by the SEC (the date of such
effectiveness is referred to herein as the "Effective Date") by the Due Date.
<PAGE>

     2.4 Shelf Registration.  The Registration  Statement shall be prepared as a
"shelf" registration statement under Rule 415, and shall be maintained effective
until  all  Registrable  Securities  are  resold  pursuant  to the  Registration
Statement.

     2.5 Supplemental Registration Statement. Anytime the Registration Statement
does not cover a  sufficient  number  of  shares  of  Common  Stock to cover all
outstanding Registrable Securities,  the Company shall promptly prepare and file
with the SEC such Supplemental Registration Statement and the prospectus used in
connection with such  registration  statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all such
Registrable Securities and shall use its best efforts to cause such Supplemental
Registration Statement to be declared effective as soon as possible.

     3.  Obligations of the Company.  Whenever  required under this Agreement to
effect the  registration  of any Registrable  Securities,  the Company shall, as
expeditiously and reasonably possible:

          (a)  Prepare  and file with the  Securities  and  Exchange  Commission
     ("SEC")  a  Registration   Statement  with  respect  to  such   Registrable
     Securities and use its best efforts to cause such Registration Statement to
     become  effective and to remain effective until the earlier of (i) the date
     that all Registrable  Securities are resold  pursuant to such  Registration
     Statement, or (ii) the date that is one (1) year after the Termination Date
     (as defined in the Investment Agreement).

          (b) Prepare and file with the SEC such  amendments and  supplements to
     such Registration Statement and the prospectus used in connection with such
     Registration  Statement ("Amended  Registration  Statement") or prepare and
     file  any  additional  registration  statement  ("Additional   Registration
     Statement," together with the Amended Registration Statement, "Supplemental
     Registration Statements") as may be necessary to comply with the provisions
     of the  Securities  Act with respect to the  disposition  of all securities
     covered  by  such  Supplemental   Registration  Statements  or  such  prior
     registration   statement  and  to  cover  the  resale  of  all  Registrable
     Securities.

          (c) Furnish to the  Holders  such  numbers of copies of a  prospectus,
     including a preliminary prospectus (if applicable),  in conformity with the
     requirements  of the Securities  Act, and such other  documents as they may
     reasonably  request in order to facilitate  the  disposition of Registrable
     Securities owned by them.

          (d) Use its best  efforts  to  register  and  qualify  the  securities
     covered by such Registration  Statement under such other securities or Blue
     Sky laws of the  jurisdictions  in which the Holders are  located,  of such
     other jurisdictions as shall be reasonably  requested by the Holders of the
     Registrable  Securities  covered by such Registration  Statement and of all
     other jurisdictions where legally required, provided that the Company shall
     not be  required  in  connection  therewith  or as a  condition  thereto to
     qualify to do business  or to file a general  consent to service of process
     in any such states or jurisdictions.

          (e) [Intentionally Omitted].

          (f) As promptly as  practicable  after  becoming  aware of such event,
     notify each Holder of Registrable  Securities 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,
     use its best efforts  promptly to prepare a supplement  or amendment to the
     Registration  Statement to correct such untrue  statement or omission,  and
     deliver a number of copies of such  supplement  or amendment to each Holder
     as such Holder may reasonably request.
<PAGE>

          (g)  Provide  Holders  with  notice  of the date  that a  Registration
     Statement or any Supplemental Registration Statement registering the resale
     of the  Registrable  Securities  is declared  effective by the SEC, and the
     date or dates when the Registration Statement is no longer effective.

          (h) Provide  Holders and their  representatives  the opportunity and a
     reasonable  amount of time,  based upon reasonable  notice delivered by the
     Company,  to  conduct a  reasonable  due  diligence  inquiry  of  Company's
     pertinent  financial and other records and make  available its officers and
     directors  for  questions  regarding  such  information  as it  relates  to
     information contained in the Registration Statement.

          (i)  Provide  Holders and their  representatives  the  opportunity  to
     review the Registration Statement and all amendments or supplements thereto
     prior to their  filing  with the SEC by giving the Holder at least five (5)
     business days advance written notice prior to such filing.

          (j) Provide each Holder with prompt  notice of the issuance by the SEC
     or any state  securities  commission or agency of any stop order suspending
     the  effectiveness of the  Registration  Statement or the initiation of any
     proceeding  for such  purpose.  The Company  shall use its best  efforts to
     prevent the issuance of any stop order and, if any is issued, to obtain the
     removal thereof at the earliest possible date.

          (k) Use its best efforts to list the Registrable Securities covered by
     the  Registration  Statement  with all  securities  exchanges or markets on
     which the Common  Stock is then listed and  prepare  and file any  required
     filing with the NASD, American Stock Exchange,  NYSE and any other exchange
     or market on which the Common Stock is listed.

     4. Ineffective Period.

                  (a) Ineffective Period Payment.  Within five (5) Business Days
         of the last day of any Ineffective  Period, the Company will pay to the
         Investor in cash ("Ineffective Period Payments"), as liquidated damages
         for such suspension and not as a penalty, an amount equal to the number
         of shares  of Common  Stock  issued to the  Investor  in any Put with a
         Pricing Period End Date (as defined in the Investment  Agreement)  that
         is thirty (30)


<PAGE>


          business  days or less prior to the date that the  Ineffective  Period
          commences, multiplied by the difference of

                    (i) the highest closing price of the Company's  Common Stock
               for any trading day during the Ineffective Period,

                           minus

                    (ii) the lowest closing price of the Company's  Common Stock
               for the five (5) trading days including and immediately following
               the last trading day of such Ineffective Period.

               (b) Liquidated Damages.  The parties hereto acknowledge and agree
          that the sums payable as Ineffective  Period  Payments shall give rise
          to  liquidated   damages  and  not  penalties.   The  parties  further
          acknowledge  that  (i) the  amount  of loss or  damages  likely  to be
          incurred  by the Holder is  incapable  or is  difficult  to  precisely
          estimate,  (ii) the amounts specified bear a reasonable proportion and
          are not  plainly  or grossly  disproportionate  to the  probable  loss
          likely to be  incurred  by the  Investor,  and (iii) the  parties  are
          sophisticated   business   parties  and  have  been   represented   by
          sophisticated and able legal and financial counsel and negotiated this
          Agreement at arm's length.

     5.  Piggyback  Registration.   If  anytime  prior  to  the  date  that  the
Registration  Statement is declared  effective or during any Ineffective  Period
(as  defined in the  Investment  Agreement)  the  Company  proposes  to register
(including  for  this  purpose  a  registration  effected  by  the  Company  for
shareholders  other  than  the  Holders)  any  of its  Common  Stock  under  the
Securities Act in connection with the public offering of such securities  solely
for cash (other than a registration  relating  solely for the sale of securities
to  participants  in  a  Company  stock  plan  or a  registration  on  Form  S-4
promulgated   under  the  Securities  Act  or  any  successor  or  similar  form
registering stock issuable upon a reclassification,  upon a business combination
involving an exchange of securities or upon an exchange  offer for securities of
the issuer or another  entity),  the Company shall, at such time,  promptly give
each Holder  written  notice of such  registration  (a  "Piggyback  Registration
Statement").  Upon the written  request of each  Holder  given by fax within ten
(10) days after  mailing of such notice by the Company,  the Company shall cause
to be included in such  registration  statement  under the Securities Act all of
the Registrable  Securities that each such Holder has requested to be registered
("Piggyback  Registration")  to the extent such  inclusion  does not violate the
registration rights of any other security holder of the company granted prior to
the date  hereof;  provided,  however,  that nothing  herein  shall  prevent the
Company from withdrawing or abandoning such registration  statement prior to its
effectiveness.

     6. Limitation on Obligations to Register under a Piggyback Registration. In
the case of a Piggyback Registration pursuant to an underwritten public offering
by the Company,  if the managing  underwriter  determines and advises in writing
that the  inclusion  in the  related  Piggyback  Registration  Statement  of all
Registrable  Securities  proposed  to  be  included  would  interfere  with  the
successful marketing of the securities proposed to be registered by the Company,
then the number of such Registrable  Securities to be included in such Piggyback
Registration  Statement,  to the extent any such  Registrable  Securities may be
included in such Piggyback Registration Statement,  shall be allocated among all
Holders who had requested Piggyback  Registration  pursuant to the terms hereof,
in the  proportion  that the number of  Registrable  Securities  which each such
Holder  seeks to register  bears to the total number of  Registrable  Securities
sought to be included by all Holders. If required by the managing underwriter of
such an underwritten public offering,  the Holders shall enter into an agreement
limiting the number of  Registrable  Securities to be included in such Piggyback
Registration  Statement and the terms, if any, regarding the future sale of such
Registrable Securities.
<PAGE>

     7. Dispute as to Registrable Securities.  In the event the Company believes
that shares sought to be  registered  under Section 2 or Section 5 by Holders do
not  constitute  "Registrable  Securities"  by  virtue  of  Section  2.1 of this
Agreement, and the status of those shares as Registrable Securities is disputed,
the Company shall  provide,  at its expense,  an Opinion of Counsel,  reasonably
acceptable to the Holders of the  Securities at issue (and  satisfactory  to the
Company's transfer agent to permit the sale and transfer), that those securities
may  be  sold   immediately,   without  volume   limitation  or  other  material
restrictions,  without  registration under the Securities Act, by virtue of Rule
144 or similar provisions.

     8. Furnish Information. At the Company's request, each Holder shall furnish
to the Company such information  regarding  Holder,  the Registrable  Securities
held by it, and the intended  method of  disposition  of such  securities to the
extent required to effect the  registration of its Registrable  Securities or to
determine  that  registration  is not  required  pursuant  to Rule  144 or other
applicable  provision  of the  Securities  Act.  The Company  shall  include all
information  provided  by  such  Holder  pursuant  hereto  in  the  Registration
Statement,  substantially  in the  form  supplied,  except  to the  extent  such
information is not permitted by law.

     9. Expenses. All expenses,  other than commissions and fees and expenses of
counsel to the selling  Holders,  incurred  in  connection  with  registrations,
filings or qualifications  pursuant hereto,  including (without  limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company, shall be borne by the Company.

     10.  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  Holder,  the  officers,  directors,  partners,  legal
     counsel, and accountants of each Holder, any underwriter (as defined in the
     Securities Act, or as deemed by the Securities Exchange  Commission,  or as
     indicated in a registration  statement) for such Holder and each person, if
     any, who controls such Holder or underwriter  within the meaning of Section
     15 of the Securities Act or the Exchange Act,  against any losses,  claims,
     damages, or liabilities (joint or several) to which they may become subject
     under the  Securities  Act, the Exchange Act or other federal or state law,
     insofar as such losses,  claims,  damages,  or  liabilities  (or actions in
     respect  thereof)  arise  out of or are  based  upon  any of the  following
     statements  or  omissions:  (i) any  untrue  statement  or  alleged  untrue
     statement  of a material  fact  contained in such  registration  statement,
     including any preliminary  prospectus or final prospectus contained therein
     or any amendments or supplements  thereto,  or (ii) 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,  and the Company
     will  reimburse  each such  Holder,  officer or  director,  underwriter  or
     controlling person for any legal or other expenses  reasonably  incurred by
     them in connection with  investigating  or defending any such loss,  claim,
     damage,  liability,  or  action;  provided,  however,  that  the  indemnity
     agreement  contained  in this  subsection  10(a) shall not apply to amounts
     paid in settlement of any such loss, claim, damage, liability, or action if
     such  settlement  is effected  without  the  consent of the Company  (which
     consent  shall not be  unreasonably  withheld),  nor shall the  Company  be
     liable in any such case for any such loss,  claim,  damage,  liability,  or
     action to the extent  that it arises  out of or is based  upon a  violation
     which occurs in reliance  upon and in conformity  with written  information
     furnished  expressly for use in connection  with such  registration  by any
     such Holder, officer, director, underwriter or controlling person; provided
     however,  that the  above  shall not  relieve  the  Company  from any other
     liabilities which it might otherwise have.
<PAGE>

          (b) Each Holder of any securities  included in such registration being
     effected shall  indemnify and hold harmless the Company,  its directors and
     officers,  each  underwriter  and each other  person,  if any, who controls
     (within  the  meaning  of the  Securities  Act) the  Company  or such other
     indemnified party,  against any liability,  joint or several,  to which any
     such  indemnified  party may become subject under the Securities Act or any
     other  statute or at common law,  insofar as such  liability (or actions in
     respect thereof) arises out of or is based upon (i) any untrue statement or
     alleged untrue  statement of any material fact contained,  on the effective
     date thereof,  in any  registration  statement under which  securities were
     registered  under the  Securities  Act at the request of such  Holder,  any
     preliminary  prospectus  or  final  prospectus  contained  therein,  or any
     amendment or supplement  thereto,  or (ii) any omission or alleged omission
     by such  Holder to state  therein a  material  fact  required  to be stated
     therein or necessary to make the statements therein not misleading,  to the
     extent,  but only to the  extent,  that such  untrue  statement  or alleged
     untrue  statement  or  omission  or  alleged  omission  was  made  in  such
     registration  statement,  preliminary  or final  prospectus,  amendment  or
     supplement  thereto in reliance  upon and in  conformity  with  information
     furnished  in writing to the  Company by such Holder  specifically  for use
     therein.  Such Holder shall reimburse any  indemnified  party for any legal
     fees incurred in investigating  or defending any such liability;  provided,
     however,  that such Holder's  obligations  hereunder shall be limited to an
     amount equal to the proceeds to such Holder of the  securities  sold in any
     such registration;  and provided further,  that no Holder shall be required
     to indemnify  any party  against any  liability  arising from any untrue or
     misleading statement or omission contained in any preliminary prospectus if
     such  deficiency is corrected in the final  prospectus or for any liability
     which  arises out of the failure of such party to deliver a  prospectus  as
     required by the Securities Act.

          (c) Promptly after receipt by an indemnified  party under this Section
     10 of notice of the commencement of any action  (including any governmental
     action),  such indemnified  party will, if a claim in respect thereof is to
     be made against any  indemnifying  party under this Section 10,  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, the defense thereof with
     counsel mutually  satisfactory to the parties;  provided,  however, that an
     indemnified party shall have the right to retain its own counsel,  with the
     reasonably incurred fees and expenses of one such counsel to be paid by the
     indemnifying  party, if  representation  of such  indemnified  party by the
     counsel  retained by the indemnifying  party would be inappropriate  due to
     actual or potential  conflicting  interests  between such indemnified party
     and any other party  represented  by such counsel in such  proceeding.  The
     failure  to  deliver  written  notice to the  indemnifying  party  within a
     reasonable  time of the  commencement  of any such  action,  if  materially
     prejudicial  to its  ability to defend  such  action,  shall  relieve  such
     indemnifying  party of any  liability to the  indemnified  party under this
     Section  10,  but  the  omission  so  to  deliver  written  notice  to  the
     indemnifying party will not relieve it of any liability that it may have to
     any indemnified party otherwise than under this Section 10.
<PAGE>

          (d) In the event that the indemnity  provided in paragraphs (a) and/or
     (b) of this Section 10 is unavailable to or  insufficient  to hold harmless
     an indemnified  party for any reason,  the Company and each Holder agree to
     contribute  to  the  aggregate  claims,  losses,  damages  and  liabilities
     (including legal or other expenses  reasonably  incurred in connection with
     investigating  or  defending  same)  (collectively  "Losses")  to which the
     Company and one or more of the Holders may be subject in such proportion as
     is appropriate to reflect the relative fault of the Company and the Holders
     in  connection  with the  statements  or omissions  which  resulted in such
     Losses.  Relative  fault shall be  determined  by  reference to whether any
     alleged untrue statement or omission relates to information provided by the
     Company or by the Holders.  The Company and the Holders agree that it would
     not be just and  equitable  if  contribution  were  determined  by pro rata
     allocation or any other method of allocation  that does not take account of
     the  equitable  considerations  referred  to  above.   Notwithstanding  the
     provisions  of  this   paragraph   (d),  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 misrepresentation. For purposes of this Section 10, each
     person who controls a Holder of Registrable  Securities  within the meaning
     of  either  the  Securities  Act or the  Exchange  Act and  each  director,
     officer, partner, employee and agent of a Holder shall have the same rights
     to  contribution  as such holder,  and each person who controls the Company
     within the meaning of either the  Securities  Act or the  Exchange  Act and
     each  director  and  officer of the  Company  shall have the same rights to
     contribution as the Company,  subject in each case to the applicable  terms
     and conditions of this paragraph (d).

          (e) The  obligations  of the Company and Holders under this Section 10
     shall survive the resale,  if any, of the Common Stock,  the  completion of
     any offering of Registrable  Securities in a Registration  Statement  under
     this Agreement, and otherwise.

     11.  Reports Under  Exchange  Act.  With a view to making  available to the
Holders the benefits of Rule 144  promulgated  under the  Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration, the Company agrees
to:

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

          (b) use its best  efforts to 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.

     12. Amendments to 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 the written  consent of each Holder affected
thereby.  Any  amendment or waiver  effected in accordance  with this  paragraph
shall be binding  upon each Holder,  each future  Holder,  and the Company.  The
Company will provide the Investor  five (5) business days notice prior to filing
any  amendment to the  Registration  Statement or any amendment or supplement to
the Prospectus and shall give the Investor the opportunity to review and comment
on any such amendment or  supplement.  Failure of the Investor to comment within
five (5) business days shall not preclude the Company from filing such amendment
or supplement after such notice period has expired.




<PAGE>


     13. Notices.  All notices  required or permitted under this Agreement shall
be made in  writing  signed by the party  making  the same,  shall  specify  the
section  under  this  Agreement  pursuant  to which it is  given,  and  shall be
addressed  if to (i) the Company at: Prime  Companies,  Inc.,  Attn:  Norbert J.
Lima, CEO, 2975 Treat Boulevard,  Suite C8, Concord,  CA 94518;  Telephone (925)
687-9669,  Facsimile:  (925)  687-9670 (or at such other location as directed by
the Company in writing) and (ii) the Holders at their respective last address as
the  party as  shown on the  records  of the  Company.  Any  notice,  except  as
otherwise  provided in this Agreement,  shall be made by fax and shall be deemed
given at the time of transmission of the fax.

     14. Termination. This Agreement shall terminate on the date all Registrable
Securities  cease to exist (as that term is defined in Section 2.1 hereof);  but
without  prejudice  to (i) the  parties'  rights and  obligations  arising  from
breaches  of this  Agreement  occurring  prior to such  termination  (ii)  other
indemnification obligations under this Agreement.

     15. Assignment. No assignment, transfer or delegation, whether by operation
of law or otherwise,  of any rights or  obligations  under this Agreement by the
Company or any Holder,  respectively,  shall be made  without the prior  written
consent of the majority in interest of the Holders or the Company, respectively;
provided that the rights of a Holder may be transferred  to a subsequent  holder
of the Holder's  Registrable  Securities (provided such transferee shall provide
to the Company, together with or prior to such transferee's request to have such
Registrable  Securities  included in a Registration,  a writing executed by such
transferee agreeing to be bound as a Holder by the terms of this Agreement), and
the Company hereby agrees to file an amended  registration  statement  including
such transferee as a selling  security holder  thereunder;  and provided further
that the Company may transfer its rights and obligations under this Agreement to
a purchaser of all or a substantial  portion of its business if the  obligations
of the  Company  under  this  Agreement  are  assumed  in  connection  with such
transfer,  either by merger or other operation of law (which may include without
limitation a transaction  whereby the Registrable  Securities are converted into
securities of the successor in interest) or by specific  assumption  executed by
the transferee.

     16.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Georgia  applicable to agreements made
in and wholly to be performed in that  jurisdiction,  except for matters arising
under the  Securities  Act or the Exchange Act, which matters shall be construed
and  interpreted  in accordance  with such laws.  Any dispute  arising out of or
relating to this Agreement or the breach,  termination or validity  hereof shall
be finally  settled by the  federal or state  courts  located in Fulton  County,
Georgia.

     17. Execution in Counterparts Permitted.  This Agreement may be executed in
any number of  counterparts,  each of which  shall be  enforceable  against  the
parties actually  executing such  counterparts,  and all of which together shall
constitute one (1) instrument.

     18.  Specific  Performance.  The Holder  shall be entitled to the remedy of
specific performance in the event of the Company's breach of this Agreement, the
parties agreeing that a remedy at law would be inadequate.

     19. Indemnity.  Each party shall indemnify each other party against any and
all claims, damages (including reasonable attorney's fees), and expenses arising
out of the first party's breach of any of the terms of this Agreement.
<PAGE>

     20.  Entire  Agreement;   Written  Amendments  Required.   This  Agreement,
including the Exhibits  attached hereto,  the Investment  Agreement,  the Common
Stock certificates, and the other documents delivered pursuant hereto constitute
the full and entire  understanding and agreement between the parties with regard
to the subjects hereof and thereof, and no party shall be liable or bound to any
other party in any manner by any warranties, representations or covenants except
as  specifically  set forth  herein or  therein.  Except as  expressly  provided
herein,  neither  this  Agreement  nor any term hereof may be  amended,  waived,
discharged or terminated other than by a written  instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
this 3rd day of October, 2000.

                                            PRIME COMPANIES, INC.


                                            By:
                                               ---------------------------------
                                                 Norbert J. Lima, CEO


                                            Address: 2975 Treat Boulevard
                                                     Suite C8
                                                     Concord, CA 94518
                                                     Telephone: (925) 687-9669
                                                     Facsimile:  (925) 687-9670


                                            INVESTOR:
                                            SWARTZ PRIVATE EQUITY, LLC.


                                            By: ________________________________
                                                 Eric S. Swartz, Manager


                                            Address: 1080 Holcomb Bridge Road
                                                     Bldg. 200, Suite 285
                                                     Roswell, GA  30076
                                                     Telephone: (770) 640-8130
                                                     Facsimile:  (770) 640-7150