REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement ("Agreement") is entered into as of
November 27, 2000, between netGuru, Inc., a Delaware corporation, with offices
at 22700 Savi Ranch Parkway, Yorba Linda, California 92887 (the "Company"), and
Elliott Associates, L.P., a Delaware limited partnership, and Westgate
International, L.P., a Cayman Islands limited partnership (individually and
collectively, the "Investor").

                              W I T N E S S E T H:
                              --------------------

         Whereas, pursuant to that certain Repurchase Agreement, dated the date
hereof, by and between the Company and the Investor (the "Repurchase
Agreement"), the Company has agreed to grant Investor certain registration
rights covering an aggregate of 400,000 shares ("Common Shares") of the
Company's Common Stock, par value $0.01 per share (the "Common Stock") subject
to the terms and conditions set forth herein.

         Now, therefore, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the
Repurchase Agreement and this Agreement, the Company and the Investors agree as
follows:

         1. CERTAIN DEFINITIONS. Capitalized terms used herein and not otherwise
defined shall have the meaning ascribed thereto in the Repurchase Agreement or
the Certificate. As used in this Agreement, the following terms shall have the
following respective meanings:

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

         "Holder" and "Holders" shall include the Investor and any transferee or
transferees of the Common Shares or Registrable Securities which have not been
sold to the public to whom the registration rights conferred by this Agreement
have been transferred in compliance with this Agreement and the Repurchase
Agreement.

         The terms "register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.

         "Registrable Securities" shall mean: (i) the Common Shares; (ii)
securities issued or issuable upon any stock split, stock dividend,
recapitalization or similar event with respect to such Common Shares; and (iii)
any other security issued as a dividend or other distribution with respect to,
in exchange for or in replacement of the securities referred to in the preceding
clauses.

         "Registration Expenses" shall mean all expenses to be incurred by the
Company in connection with each Holder's registration rights under this
Agreement, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company, blue sky
fees and expenses, reasonable fees and disbursements of counsel to Holders
(using a single counsel selected by a majority in interest of the Holders) for a
"due diligence" examination of the Company and review of the Registration

<PAGE>

Statement and related documents, and the expense of any special audits incident
to or required by any such registration (but excluding the compensation of
regular employees of the Company, which shall be paid in any event by the
Company).

         "Registration Statement" shall have the meaning set forth in Section
2(a) herein.

         "Regulation D" shall mean Regulation D as promulgated pursuant to the
Securities Act, and as subsequently amended.

         "Securities Act" or "Act" shall mean the Securities Act of 1933, as
amended.

         "Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and all fees and
disbursements of counsel for Holders not included within "Registration
Expenses".

         2. REGISTRATION REQUIREMENTS. The Company shall use its best efforts to
effect the registration of the Registrable Securities (including, without
limitation, the execution of an undertaking to file post-effective amendments,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the
Securities Act) as would permit or facilitate the sale or distribution of all
the Registrable Securities in the manner (including manner of sale) and in all
states reasonably requested by the Holder. Such best efforts by the Company
shall include, without limitation, the following:

                  (a) The Company shall, as expeditiously as possible after the
date hereof:

                  (i) But in any event on or prior to December 4, 2000, prepare
         and file a registration statement with the Commission pursuant to Rule
         415 under the Securities Act on Form S-3 under the Securities Act (or
         in the event that the Company is ineligible to use such form, such
         other form as the Company is eligible to use under the Securities Act)
         covering resales by the Holders of the Registrable Securities and no
         other securities (except shares of Common Stock listed on Schedule A
         attached hereto) ("Registration Statement"). The number of shares of
         Common Stock included in such Registration Statement shall be no less
         than 400,000 plus the shares listed on Schedule A attached hereto.
         Thereafter the Company shall use its best efforts to cause such
         Registration Statement and other filings to be declared effective as
         soon as possible, and in any event prior to February 15, 2001. Without
         limiting the foregoing, the Company will promptly respond to all SEC
         comments, inquiries and requests, and shall request acceleration of
         effectiveness at the earliest possible date. The Company shall provide
         the Holders reasonable opportunity to review any such Registration
         Statement or amendment or supplement thereto prior to filing.

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<PAGE>

                  (ii) Prepare and file with the SEC such amendments and
         supplements to such Registration Statement and the prospectus used in
         connection with such Registration Statement as may be necessary to
         comply with the provisions of the Act with respect to the disposition
         of all securities covered by such Registration Statement and notify the
         Holders of the filing and effectiveness of such Registration Statement
         and any amendments or supplements.

                  (iii) Furnish to each Holder such numbers of copies of a
         current prospectus conforming with the requirements of the Act, copies
         of the Registration Statement, any amendment or supplement thereto and
         any documents incorporated by reference therein and such other
         documents as such Holder may reasonably require in order to facilitate
         the disposition of Registrable Securities owned by such Holder.

                  (iv) Register and qualify the securities covered by such
         Registration Statement under the securities or "Blue Sky" laws of all
         domestic jurisdictions; 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.

                  (v) Notify each Holder immediately of the happening of any
         event (but not the substance or details of any such events unless
         specifically requested by a Holder) as a result of which the prospectus
         (including any supplements thereto or thereof) included in such
         Registration Statement, as then in effect, includes an untrue statement
         of material fact or omits to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading in light of the circumstances then existing, and use its
         best efforts to promptly update and/or correct such prospectus.

                  (vi) Notify each Holder immediately of the issuance by the
         Commission or any state securities commission or agency of any stop
         order suspending the effectiveness of the Registration Statement or the
         threat or initiation of any proceedings for that purpose. The Company
         shall use its best efforts to prevent the issuance of any stop order
         and, if any stop order is issued, to obtain the lifting thereof at the
         earliest possible time.

                  (vii) Permit counsel to the Holders to review the Registration
         Statement and all amendments and supplements thereto within a
         reasonable period of time (but not less than 3 full business days)
         prior to each filing, and shall not file any document in a form to
         which such counsel reasonably objects and will not request acceleration
         of the Registration Statement without prior notice to such counsel.

                  (viii) List the Registrable Securities covered by such
         Registration Statement with all securities exchange(s) and/or markets
         on which the Common Stock is then listed and prepare and file any
         required filings with the Nasdaq National Market or any exchange or
         market where the Common Shares are traded.

                  (ix) Take all steps necessary to enable Holders to avail
         themselves of the prospectus delivery mechanism set forth in Rule 153
         (or successor thereto) under the Act.

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<PAGE>

                  (b) Set forth below in this Section 2(b) are (I) events that
may arise that the Investors consider will interfere with the full enjoyment of
their rights under this Agreement and the Repurchase Agreement (the "Interfering
Events"), and (II) certain remedies applicable in each of these events.

                  Paragraphs (i) through (iii) of this Section 2(b) describe the
Interfering Events, provide a remedy to the Investors if an Interfering Event
occurs and provide that the Investors may require that the Company repurchase
outstanding Common Shares at a specified price if certain Interfering Events are
not timely cured.

                  Paragraph (iv) provides, inter alia, that if default
adjustments required as the remedy in the case of certain of the Interfering
Events are not provided when due, the Company may be required by the Investors
to redeem outstanding Common Shares at a specified price.

                  Paragraph (v) provides, inter alia, that the Investors have
the right to specific performance.

                  The preceding paragraphs in this Section 2(b) are meant to
serve only as an introduction to this Section 2(b), are for convenience only,
and are not to be considered in applying, construing or interpreting this
Section 2(b).

                  (i) DELAY IN EFFECTIVENESS OF REGISTRATION STATEMENT.

                           (A) In the event that such Registration Statement has
                  not been declared effective on or prior to February 15, 2001,
                  or the Company at any time fails to issue unlegended
                  Registrable Securities as required by Section 9 of the
                  Repurchase Agreement, then the Company shall pay each Holder a
                  Monthly Delay Payment (as defined below) for each 30 day
                  period (or portion thereof) that effectiveness of the
                  Registration Statement is delayed or failure to issue such
                  unlegended Registrable Securities persists. In addition to the
                  foregoing, if the Registration Statement has not been declared
                  effective on or before May 28, 2001, then each Holder shall
                  have the right to sell, at any time after that date, any or
                  all of its Common Shares to the Company for consideration (the
                  "Mandatory Repurchase Price") equal to the greater of (x)
                  $1,600,000, or (y) 400,000 (as appropriately adjusted from
                  time to time for stock splits, stock dividends and other
                  recapitalizations of the Company's Common Stock) multiplied by
                  the closing price of a share of the Company's Common Stock on
                  May 28, 2001, as reported on the Nasdaq National Market or
                  other exchange or market where the Common Stock is traded.

                           (B) As used in this Agreement, a "Monthly Delay
                  Payment" shall be a cash payment equal to $24,000 for the
                  first 30 day period (or portion thereof) that the specified
                  condition in this Section 2(b) has not been fulfilled or the
                  specified deficiency has not been remedied, $48,000 for the
                  next 30 day period (or portion thereof) that the specified
                  condition in this Section 2(b) has not been fulfilled or the

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<PAGE>

                  specified deficiency has not been remedied, and $72,000
                  thereafter for each subsequent 30 day period (or portion
                  thereof) that the specified condition in this Section 2(b) has
                  not been fulfilled or the specified deficiency has not been
                  remedied. Payment of the Monthly Delay Payments and Mandatory
                  Repurchase Price shall be due and payable from the Company to
                  such Holder within 5 business days of demand therefor. Without
                  limiting the foregoing, if cash payment of the Mandatory
                  Repurchase Price is not made within such 5 business day
                  period, the Holder may revoke and withdraw its election to
                  cause the Company to make such mandatory purchase at any time
                  prior to its receipt of such cash.

                           (C) Notwithstanding the foregoing, there shall be
                  excluded from the calculation of the number of days that the
                  Registration Statement has not been declared effective the
                  delays which are solely attributable to delays in the
                  Investors providing information required for the Registration
                  Statement.

                  (ii) NO LISTING; PREMIUM PRICE REDEMPTION FOR DELISTING OF
         CLASS OF SHARES.

                           (A) In the event that the Company fails, refuses or
                  for any other reason is unable to cause the Registrable
                  Securities covered by the Registration Statement to be listed
                  with Nasdaq National Market or one of the other Approved
                  Markets (as defined in the Repurchase Agreement) at all times
                  during the period ("Listing Period") from the earlier of the
                  effectiveness of the Registration Statement and February 15,
                  2001 until such time as the registration period specified in
                  Section 5 terminates, then the Company shall provide to each
                  Holder a Monthly Delay Payment, for each 30 day period or
                  portion thereof during which such listing is not in effect. In
                  addition to the foregoing, following the 10th day that such
                  listing is not in effect, each Holder shall have the right to
                  sell to the Company any or all of its Common Shares at the
                  Mandatory Repurchase Price. The provisions of Section
                  2(b)(i)(B) shall apply to this Section 2(b)(ii)(A).

                           (B) In the event that shares of Common Stock of the
                  Company are not listed on any of the Approved Markets at all
                  times following the effectiveness of the Registration
                  Statement, or are otherwise suspended from trading and remain
                  unlisted or suspended for 3 consecutive days, then the Company
                  shall provide to each Holder a Monthly Delay Payment for each
                  30 day period or portion thereof during which such listing is
                  not in effect. In addition to the foregoing, following the 5th
                  day that the shares are not so listed or are otherwise
                  suspended, at the option of each Holder and to the extent such
                  Holder so elects, each Holder shall have the right to sell to
                  the Company the Common Shares held by such Holder, in whole or
                  in part, for the Mandatory Repurchase Price on the terms set
                  forth in Section 2(b)(i)(B) above.

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<PAGE>

                  (iii) BLACKOUT PERIODS. In the event any Holder's ability to
         sell Registrable Securities under the Registration Statement is
         suspended for more than (i) five (5) consecutive days or (ii) twenty
         (20) days in any calendar year ("Suspension Grace Period"), including
         without limitation by reason of any suspension or stop order with
         respect to the Registration Statement or the fact that an event has
         occurred as a result of which the prospectus (including any supplements
         thereto) included in such Registration Statement then in effect
         includes an untrue statement of material fact or omits to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading in light of the circumstances then
         existing (a "Blackout"), then the Company shall provide to each Holder
         a Monthly Delay Payment for each 30 day period or portion thereof from
         and after the expiration of the Suspension Grace Period, on the terms
         set forth in Section 2(b)(i)(B) above. In addition, at any time
         following the expiration of the Suspension Grace Period if the Blackout
         continues for more than five (5) additional consecutive days, a Holder
         shall have the right to sell to the Company its Common Shares in whole
         or in part for the Mandatory Repurchase Price on the terms set forth in
         Section 2(b)(i)(B) above.

                  (iv) MANDATORY REPURCHASE PRICE FOR DEFAULTS.

                           (A) The Company acknowledges that any failure,
                  refusal or inability by the Company to perform the obligations
                  described in the foregoing paragraphs (i) through (iii) will
                  cause the Holders to suffer damages in an amount that will be
                  difficult to ascertain, including without limitation damages
                  resulting from the loss of liquidity in the Registrable
                  Securities and the additional investment risk in holding the
                  Common Shares and Registrable Securities. Accordingly, the
                  parties agree, after consulting with counsel, that it is
                  appropriate to include in this Agreement the foregoing
                  provisions for Monthly Delay Payments and mandatory
                  redemptions in order to compensate the Holders for such
                  damages. The parties acknowledge and agree that the Monthly
                  Delay Payments and mandatory redemptions set forth above
                  represent the parties' good faith effort to quantify such
                  damages and, as such, agree that the form and amount of such
                  payments and mandatory redemptions are reasonable and will not
                  constitute a penalty.

                           (B) In the event that the Company fails to pay any
                  Monthly Delay Payment within 5 business days of demand
                  therefor, each Holder shall have the right to sell to the
                  Company any or all of its Preferred Shares, Option Shares
                  and/or Warrants at the Mandatory Repurchase Price on the terms
                  set forth in Section 2(b)(i)(B) above.

                           (C) The Holder shall have the right to withdraw any
                  request for redemption hereunder at any time prior to its
                  receipt of the Mandatory Repurchase Price.

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<PAGE>

                  (v) CUMULATIVE REMEDIES. The Monthly Delay Payments and
         mandatory purchases provided for above are in addition to and not in
         lieu or limitation of any other rights the Holders may have at law, in
         equity or under the terms of the Repurchase Agreement and this
         Agreement, including without limitation the right to monetary contract
         damages and specific performance. Each Holder shall be entitled to
         specific performance of any and all obligations of the Company in
         connection with the registration rights of the Holders hereunder. Each
         Monthly Delay Payment provided for herein in the foregoing clauses
         shall be in addition to each other Monthly Delay Payment; PROVIDED,
         HOWEVER, that in no event shall the Company be obligated to pay to any
         holder an aggregate amount greater than $72,000 for any 30-day period,
         provided, that this sentence shall not in any way affect the Company's
         mandatory purchase obligations hereunder.

                  (vi) REMEDIES FOR REGISTRABLE SECURITIES. In any case in which
         a Holder of Common Shares has the right to cause the purchase of its
         securities under this Section 2(b), it shall also have the right to
         cause the Company to purchase the Registrable Securities that such
         Holder owns, in whole or in part at the Holder's option, at a purchase
         price equal to 120% of the product of (a) the greater of the last
         closing price of the Common Stock on (i) the date a Holder exercises
         its option pursuant to this Section 2(b) or (ii) the date on which the
         event triggering Holder's remedies under this Section 2(b) first
         occurred, multiplied by (b) the number of Registrable Securities being
         sold to the Company, payable in cash.

                  (c) If the Holder(s) intend to distribute the Registrable
Securities by means of an underwriting, the Holder(s) shall so advise the
Company. Any such underwriting may only be administered by nationally or
regionally recognized investment bankers reasonably satisfactory to the Company.

                  (d) The Company shall enter into such customary agreements for
secondary offerings (including a customary underwriting agreement with the
underwriter or underwriters, if any) and take all such other reasonable actions
reasonably requested by the Holders in connection therewith in order to expedite
or facilitate the disposition of such Registrable Securities. Whether or not an
underwriting agreement is entered into and whether or not the Registrable
Securities are to be sold in an underwritten offering, the Company shall:

                  (i) make such representations and warranties to the Holders
         and the underwriter or underwriters, if any, in form, substance and
         scope as are customarily made by issuers to underwriters in secondary
         offerings;

                  (ii) cause to be delivered to the sellers of Registrable
         Securities and the underwriter or underwriters, if any, opinions of
         independent counsel to the Company, on and dated as of each effective
         day (or in the case of an underwritten offering, dated the date of
         delivery of any Registrable Securities sold pursuant thereto) of the
         Registration Statement, and within ninety (90) days following the end
         of each fiscal year thereafter, which counsel and opinions (in form,

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<PAGE>

         scope and substance) shall be reasonably satisfactory to the Holders
         and the underwriter(s), if any, and their counsel and covering, without
         limitation, such matters as the due authorization and issuance of the
         securities being registered and compliance with securities laws by the
         Company in connection with the authorization, issuance and registration
         thereof and other matters that are customarily given to underwriters in
         underwritten offerings, addressed to the Holders and each underwriter,
         if any;

                  (iii) cause to be delivered, immediately prior to the
         effectiveness of the Registration Statement (and, in the case of an
         underwritten offering, at the time of delivery of any Registrable
         Securities sold pursuant thereto), and at the beginning of each fiscal
         year following a year during which the Company's independent certified
         public accountants shall have reviewed any of the Company's books or
         records, a "comfort" letter from the Company's independent certified
         public accountants addressed to the Holders and each underwriter, if
         any, stating that such accountants are independent public accountants
         within the meaning of the Securities Act and the applicable published
         rules and regulations thereunder, and otherwise in customary form and
         covering such financial and accounting matters as are customarily
         covered by letters of the independent certified public accountants
         delivered in connection with secondary offerings; such accountants
         shall have undertaken in each such letter to update the same during
         each such fiscal year in which such books or records are being reviewed
         so that each such letter shall remain current, correct and complete
         throughout such fiscal year; and each such letter and update thereof,
         if any, shall be reasonably satisfactory to the Holders;

                  (iv) if an underwriting agreement is entered into, the same
         shall include customary indemnification and contribution provisions to
         and from the underwriters and procedures for secondary underwritten
         offerings; and

                  (v) deliver such documents and certificates as may be
         reasonably requested by the Holders of the Registrable Securities being
         sold or the managing underwriter or underwriters, if any, to evidence
         compliance with clause (i) above and with any customary conditions
         contained in the underwriting agreement, if any.

                  (e) The Company shall make available for inspection by the
Holders, representative(s) of all the Holders together, any underwriter
participating in any disposition pursuant to a Registration Statement, and any
attorney or accountant retained by any Holder or underwriter, all financial and
other records customary for purposes of the Holders' due diligence examination
of the Company and review of any Registration Statement, all SEC Documents (as
defined in the Repurchase Agreement) filed subsequent to the date hereof,
pertinent corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by any such representative, underwriter, attorney or accountant in
connection with such Registration Statement, provided that such parties agree to
keep such information confidential.

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<PAGE>

                  (f) Subject to Section 2(b) above, the Company may suspend the
use of any prospectus used in connection with the Registration Statement only in
the event, and for such period of time as, such a suspension is required by the
rules and regulations of the Commission. The Company will use its best efforts
to cause such suspension to terminate at the earliest possible date.

                  (g) If the Holders become entitled, pursuant to an event
described in clause (ii) or (iii) of the definition of Registrable Securities,
to receive any securities in respect of Registrable Securities that were already
included in a Registration Statement, subsequent to the date such Registration
Statement is declared effective, and the Company is unable under the securities
laws to add such securities to the then effective Registration Statement, the
Company shall promptly file, in accordance with the procedures set forth herein,
an additional Registration Statement with respect to such newly Registrable
Securities. The Company shall use its best efforts to (i) cause any such
additional Registration Statement, when filed, to become effective under the
Securities Act, and (ii) keep such additional Registration Statement effective
during the period described in Section 5 below and cause such Registration
Statement to become effective within 45 days of that date that the need to file
the Registration Statement arose. All of the registration rights and remedies
under this Agreement shall apply to the registration of such newly reserved
shares and such new Registrable Securities, including without limitation the
provisions providing for default payments and mandatory redemptions contained
herein.

         3. EXPENSES OF REGISTRATION. All Registration Expenses in connection
with any registration, qualification or compliance with registration pursuant to
this Agreement shall be borne by the Company, and all Selling Expenses of a
Holder shall be borne by such Holder.

         4. REGISTRATION ON FORM S-3. The Company shall use its best efforts to
remain qualified for registration on Form S-3 or any comparable or successor
form or forms, or in the event that the Company is ineligible to use such form,
such form as the Company is eligible to use under the Securities Act.

         5. REGISTRATION PERIOD. In the case of the registration effected by the
Company pursuant to this Agreement, the Company shall keep such registration
effective until the earlier of (a) the date on which all the Holders have
completed the sales or distribution described in the Registration Statement
relating thereto, and (b) December 31, 2002.

         6. INDEMNIFICATION.

                  (a) COMPANY INDEMNITY. The Company will indemnify each Holder,
each of its officers, directors, agents and partners, and each person
controlling each of the foregoing, within the meaning of Section 15 of the
Securities Act and the rules and regulations thereunder with respect to which
registration, qualification or compliance has been effected pursuant to this
Agreement, and each underwriter, if any, and each person who controls, within
the meaning of Section 15 of the Securities Act and the rules and regulations
thereunder, any underwriter, against all claims, losses, damages and liabilities
(or actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus,

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offering circular or other document (including any related registration
statement, notification or the like) incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances under which
they were made, or any violation by the Company of the Securities Act or any
state securities law or in either case, any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and will reimburse each Holder, each of its officers, directors, agents and
partners, and each person controlling each of the foregoing, each such
underwriter and each person who controls any such underwriter, for any legal and
any other expenses reasonably incurred in connection with investigating and
defending any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to a Holder to the extent that any
such claim, loss, damage, liability or expense arises out of or is based on any
untrue statement or omission based upon written information furnished to the
Company by such Holder or the underwriter (if any) therefor and stated to be
specifically for use therein. The indemnity agreement contained in this Section
6(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 will not be unreasonably withheld).

                  (b) HOLDER INDEMNITY. Each Holder will, severally and not
jointly, if Registrable Securities held by it are included in the securities as
to which such registration, qualification or compliance is being effected,
indemnify the Company, each of its directors, officers, agents and partners, and
each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act and the rules and
regulations thereunder, each other Holder (if any), and each of their officers,
directors and partners, and each person controlling such other Holder(s) against
all claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any such registration statement, prospectus,
offering circular or other document, or any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statement therein not misleading in light of the circumstances under which
they were made, and will reimburse the Company and such other Holder(s) and
their directors, officers and partners, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with investigating
and defending any such claim, loss, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by such Holder
and stated to be specifically for use therein, and provided that the maximum
amount for which such Holder shall be liable under this indemnity shall not
exceed the net proceeds received by such Holder from the sale of the Registrable
Securities pursuant to the registration statement in question. The indemnity
agreement contained in this Section 6(b) shall not apply to amounts paid in
settlement of any such claims, losses, damages or liabilities if such settlement
is effected without the consent of such Holder (which consent shall not be
unreasonably withheld).

                  (c) PROCEDURE. Each party entitled to indemnification under
this Section 6 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be

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<PAGE>

sought, and shall permit the Indemnifying Party to assume the defense of any
such claim in any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not be unreasonably withheld), and the Indemnified Party
may participate in such defense at its own expense, and provided further that
the failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Section 6 except to
the extent that the Indemnifying Party is materially and adversely affected by
such failure to provide notice. No Indemnifying Party, in the defense of any
such claim or litigation, shall, except with the consent of each Indemnified
Party, 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
to such claim or litigation. Each Indemnified Party shall furnish such
non-privileged information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with the defense of such claim and litigation resulting
therefrom.

         7. CONTRIBUTION. If the indemnification provided for in Section 6
herein is unavailable to the Indemnified Parties in respect of any losses,
claims, damages or liabilities referred to herein (other than by reason of the
exceptions provided therein), then each such Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities as between the Company on the one hand and any Holder on the other,
in such proportion as is appropriate to reflect the relative fault of the
Company and of such Holder in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company on the one
hand and of any Holder on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company or by such Holder.

         In no event shall the obligation of any Indemnifying Party to
contribute under this Section 7 exceed the amount that such Indemnifying Party
would have been obligated to pay by way of indemnification if the
indemnification provided for under Section 6(a) or 6(b) hereof had been
available under the circumstances.

         The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Holders or the underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraphs. The amount paid or payable by an Indemnified Party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraphs shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this section, no Holder or underwriter shall
be required to contribute any amount in excess of the amount by which (i) in the
case of any Holder, the net proceeds received by such Holder from the sale of
Registrable Securities pursuant to the registration statement in question or
(ii) in the case of an underwriter, the total price at which the Registrable

                                       11
<PAGE>

Securities purchased by it and distributed to the public were offered to the
public exceeds, in any such case, the amount of any damages that such Holder or
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. 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.

         8. SURVIVAL. The indemnity and contribution agreements contained in
Sections 6 and 7 and the representations and warranties of the Company referred
to in Section 2(d)(i) shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement or the Repurchase Agreement
or any underwriting agreement, (ii) any investigation made by or on behalf of
any Indemnified Party or by or on behalf of the Company, and (iii) the
consummation of the sale or successive resales of the Registrable Securities.

         9. INFORMATION BY HOLDERS. Each Holder shall furnish to the Company
such information regarding such Holder and the distribution and/or sale proposed
by such Holder as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration, qualification or
compliance referred to in this Agreement. The intended method or methods of
disposition and/or sale (Plan of Distribution) of such securities as so provided
by such Investor shall be included without alteration in the Registration
Statement covering the Registrable Securities and shall not be changed without
written consent of such Holder.

         10. REPLACEMENT CERTIFICATES. The certificate(s) representing the
Common Shares held by any Investor (or then Holder) may be exchanged by such
Investor (or such Holder) at any time and from time to time for certificates
with different denominations representing an equal aggregate number of Common
Shares, as reasonably requested by such Investor (or such Holder) upon
surrendering the same. No service charge will be made for such registration or
transfer or exchange. Upon receipt by the Corporation of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of any
certificate representing the Common Shares and, in the case of loss, theft or
destruction, of indemnity reasonably satisfactory to it, or upon surrender and
cancellation of such certificate if mutilated, the Corporation will make and
deliver a new certificate of like tenor and dated as of such cancellation at no
charge to the holder.

         11. TRANSFER OR ASSIGNMENT. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The rights granted to the Investors by
the Company under this Agreement to cause the Company to register Registrable
Securities may be transferred or assigned (in whole or in part) to a transferee
or assignee of Common Shares or Registrable Securities, and all other rights
granted to the Investors by the Company hereunder may be transferred or assigned
to any transferee or assignee of any Common Shares or Registrable Securities;
provided in each case that the Company must be given written notice by the such
Investor at the time of or within a reasonable time after said transfer or
assignment, stating the name and address of said transferee or assignee and
identifying the securities with respect to which such registration rights are
being transferred or assigned; and provided further that the transferee or
assignee of such rights agrees in writing to be bound by the registration
provisions of this Agreement.

                                       12
<PAGE>

         12. MISCELLANEOUS.

                  (a) REMEDIES. The Company and the Investor acknowledge and
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent or cure
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof, this being in addition to any other remedy to which
any of them may be entitled by law or equity.

                  (b) JURISDICTION. Each of the Company and the Investor (i)
hereby irrevocably submits to the exclusive jurisdiction of the United States
District Court, the New York State courts and other courts of the United States
sitting in New York County, New York for the purposes of any suit, action or
proceeding arising out of or relating to this Agreement and (ii) hereby waives,
and agrees not to assert in any such suit action or proceeding, any claim that
it is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. The Company and the Investor consent
to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing in this paragraph shall affect or
limit any right to serve process in any other manner permitted by law.

                  (c) NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be in writing by facsimile, mail or
personal delivery and shall be effective upon actual receipt of such notice. The
addresses for such communications shall be:

                  to the Company:

                           netGuru, Inc.
                           22700 Savi Ranch Parkway
                           Yorba Linda, CA  92887
                           Telephone:       (714) 974-2500
                           Facsimile:       (714) 974-4771
                           Attention: Jyoti Chatterjee

                                       13
<PAGE>

                  with a copy to:

                           Rutan & Tucker, LLP
                           611 Anton Boulevard, Fourteenth Floor
                           P.O. Box 1950
                           Costa Mesa, CA  92626
                           Telephone:       (714) 641-5100
                           Facsimile:       (714) 546-9035
                           Attention: Larry A. Cerutti, Esq.

                  to the Investor:

                           c/o Elliott Management Corporation
                           712 Fifth Avenue
                           New York, New York  10019
                           Telephone:       (212) 586-2999
                           Facsimile:       (212) 586-9467
                           Attention:       Mr. Brett Cohen

                  with copies to:

                           Kleinberg, Kaplan, Wolff & Cohen, P.C.
                           551 Fifth Avenue
                           New York, New York 10176
                           Facsimile:       (212) 986-8866
                           Attention:       Stephen M. Schultz, Esq.

Any party hereto may from time to time change its address for notices by giving
at least five days' written notice of such changed address to the other parties
hereto.

                  (d) INDEMNITY. Each party shall indemnify each other party
against any loss, cost or damages (including reasonable attorney's fees)
incurred as a result of such parties' breach of any representation, warranty,
covenant or agreement in this Agreement, including, without limitation, any
enforcement of this indemnity.

                  (e) WAIVERS. No waiver by any party of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
any party to exercise any right hereunder in any manner impair the exercise of
any such right accruing to it thereafter. The representations and warranties and
the agreements and covenants of the Company and each Investor contained herein
shall survive the Closing.

                  (f) EXECUTION IN COUNTERPART. This Agreement may be executed
in two or more COUNTERPARTS, all of which shall be considered one and the same
agreement, it being understood that all parties need not sign the same
counterpart.

                                       14
<PAGE>

                  (g) SIGNATURES. Facsimile signatures shall be valid and
binding on each party submitting the same.

                  (h) ENTIRE AGREEMENT; AMENDMENT. This Agreement, together with
the Repurchase Agreement, contains the entire understanding and agreement of the
parties, and may not be amended, modified or terminated except by a written
agreement signed by the Company and each of the Holders.

                  (i) GOVERNING LAW. This Agreement and the validity and
performance of the terms hereof shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts executed and to
be performed entirely within such state, except to the extent that the law of
the State of Delaware regulates the Company's issuance of securities.

                  (j) JURY TRIAL. EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL
BY JURY.

                  (k) TITLES. The titles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.

                  (l) NO STRICT CONSTRUCTION. The language used in this
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rule of strict construction will be applied against
any party.

                                       15
<PAGE>

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

NETGURU, INC.


By:  /S/ Amrit Das
   -----------------------------------------
Name:    Amrit Das
Title:   Chief Executive Officer

WESTGATE INTERNATIONAL, L.P.

By:      MARTLEY INTERNATIONAL, INC., as
         attorney-in-fact


By:  /S/ Paul E. Singer
   -----------------------------------------
Name:    Paul E. Singer
Title:   President

ELLIOTT ASSOCIATES, L.P.


By:  /S/ Paul E. Singer
   -----------------------------------------
Name:    Paul E. Singer
Title:   General Partner

                                       16
<PAGE>


                                   SCHEDULE A
                                   ----------

                          LIST OF SELLING SHAREHOLDERS
                          ----------------------------
                                       AND
                                       ---
                        NUMBER OF SHARES TO BE REGISTERED
                        ---------------------------------



Peter R. Kellogg                                                       1,670,270


                                       17