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                                  EXHIBIT 10.56

                          REGISTRATION RIGHTS AGREEMENT


         This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
November 21, 2000, is made and entered into by and between Interactive Telesis
Inc., a Delaware corporation (the "Company"), and Hambrecht & Quist Guaranty
Finance, LLC, a California limited liability company, (the "Investor").

         WHEREAS, the Company and the Investor have entered into that certain
Equity Line of Credit Agreement, dated as of the date hereof (the "Equity
Agreement"), pursuant to which the Company may issue, from time to time, to the
Investor up to $3,000,000 worth of shares of Convertible Preferred Stock of the
Company, convertible from time to time by the Investor into Common Stock of the
Company (the "Common Stock");

         WHEREAS, the Company has issued to the Investor a warrant dated as of
the date hereof, for the purchase of an aggregate of up to 394,737 shares of the
Company's Series A Preferred Stock at a price and on the terms specified in such
warrant (the "Warrant");

         WHEREAS, pursuant to the terms of, and in partial consideration for,
the Investor's agreement to enter into the Equity Agreement, the Company has
agreed to provide the Investor with certain registration rights with respect to
the Registrable Securities;

         NOW, THEREFORE, in consideration of the premises, the representations,
warranties, covenants and agreements contained herein, in the Warrant and in the
Equity Agreement, the Company has agreed to provide the Investor with certain
registration rights with respect to the Registrable Securities;

         NOW, THEREFORE, in consideration of the premises, the representations,
warranties, covenants and agreements contained herein, in the Warrant and in the
Equity Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, intending to be legally bound
hereby, the parties hereto agree as follows (capitalized terms used herein and
not defined herein shall have the respective meanings ascribed to them in the
Equity Agreement):


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                                    ARTICLE I
                               REGISTRATION RIGHTS

SECTION 1.1   REGISTRATION STATEMENT.
              (a) Filing of Registration Statement. Subject to the terms and
conditions of this Agreement, the Company shall file with the SEC within
forty-five (45) days following the date hereof (the "Subscription Date") a
registration statement of Form S-1, SB-1, or SB-2 under the Securities Act or
such other form that the Company is eligible to use or that the SEC deems
appropriate (the "Registration Statement") for the registration of the resale by
the Investor of Registrable Securities.

              (b) Effectiveness of the Registration. The Company shall use its
best efforts to have the Registration Statement declared effective by the SEC by
no later than ninety (90) days after Subscription Date and to ensure that the
Registration Statement remains in effect throughout the term of this Agreement
as set forth in Section 4.2, subject to the terms and conditions of this
Agreement.

              (c) Failure to Maintain Effectiveness of Registration Statement.
In the event the Company fails to maintain the effectiveness of a Registration
Statement (or the underlying prospectus) throughout the period set forth in
Section 4.2, other than temporary suspensions as set forth in Section 1.1(d),
and the Investor holds any Registrable Securities at any time during the period
of such ineffectiveness (an "Ineffective Period") the Company shall pay to the
Investor in immediately available funds into an account designated by the
Investor the amount of $5,000 per week with respect to any week in which the
Company has failed to maintain in effect a Registration Statement. Such amounts
shall not be payable with respect to suspensions of the effectiveness of a
Registration Statement (or use of the underlying prospectus), in accordance with
Section 1.1(d). Such payments shall be made on or before the Friday of each week
with respect to which such amount is payable.

              (d) Deferral or Suspension During a Blackout Period. If the
Company shall furnish to the Investor notice signed by the President and Chief
Executive Officer of the Company stating that the Board of Directors of the
Company has, by duly authorized resolution, determined in good faith that it
would be seriously detrimental to the Company and its shareholders for the
Registration Statement to be filed (or remain in effect) and it is therefore
essential to defer the filing of such Registration Statement (or temporarily
suspend the effectiveness of such Registration Statement or use of the related
prospectus) (a "Blackout Notice"), the Company shall have the right (i)
immediately to defer such filing for a period of not more than sixty (60) days
beyond the date by which such Registration Statement was otherwise required
hereunder to be filed or (ii) suspend such effectiveness for a period of not
more than sixty (60) days (any such deferral or suspension period of up to sixty
days) (a "Blackout Period"). The Investor acknowledges that it would be
seriously detrimental to the Company and its shareholders for such Registration

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Statement to be filed (or remain in effect) during a Blackout Period and
therefore essential to defer such filing (or suspend such effectiveness) during
such Blackout Period and agrees to cease any disposition of the Registrable
Securities during such Blackout Period. The Company may not utilize any of its
rights under this Section 1.1(d) to defer the filing of a Registration Statement
(or suspend its effectiveness) more than twice in any twelve (12) month period.
Following such deferral or suspension, the Investor shall be entitled to such
additional number of shares of Common Stock as set forth in Section 2.6 of the
Equity Agreement.

              (e) Liquidated Damages. The Company and the Investor hereto
acknowledge and agree that the sums payable under subsections 1(c) above shall
constitute liquidated damages and not penalties. The parties further acknowledge
that (i) the amount of loss or damages likely to be incurred is incapable or is
difficult to precisely estimate, (ii) the amounts specified in such subsections
bear a reasonable proportion and are not plainly or grossly disproportionate to
the probable loss likely to be incurred in connection with any failure by the
Company to obtain or maintain the effectiveness of a Registration Statement,
(iii) one of the reasons for the Company and the Investor reaching an agreement
as to such amounts was the uncertainty and cost of litigation regarding the
question of actual damages, and (iv) the Company and the Investor are
sophisticated business parties and have been represented by sophisticated and
able legal and financial counsel and negotiated this Agreement at arm's length.

                                   ARTICLE II
                             REGISTRATION PROCEDURES

SECTION 2.1   FILINGS; INFORMATION. The Company will effect the registration and
sale of such Registrable Securities in accordance with the intended methods of
disposition thereof. Without limiting the foregoing, the Company in each such
case will do the following as expeditiously as practical, but in no event later
the deadline, if any, prescribed therefor in this Agreement.

              (a) The Company shall (i) prepare and file with the SEC a
Registration Statement on Form S-1, S-3, Form SB-1, or Form SB-2 (if such form
is then available to the Company pursuant to the rules of the SEC and, if not,
on such other form promulgated by the SEC for which the Company then qualifies,
that counsel for the Company shall deem appropriate and which form shall be
available for the sale of the Registrable Securities to be registered thereunder
in accordance with the provisions of this Agreement and in accordance with the
intended method of distribution of such Registrable Securities); (ii) use
reasonable best efforts to cause such filed Registration Statement to become and
remain effective (pursuant to Rule 415 under the Securities Act or otherwise);
(iii) prepare and file with the SEC such amendments and supplements to such
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such Registration Statement effect for the time period
prescribed by Section 1.1(b); and (iv) comply with the provisions of the
Securities Act with respect to the disposition

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of all securities covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the Investor set forth in
such Registration Statement.

              (b) The Company shall file all necessary amendments to the
Registration Statement in order to effectuate the purpose of this Agreement, the
Equity Agreement and the Warrant.

              (c) Five (5) Trading Days prior to filing the Registration
Statement or prospectus, or any amendment or supplement thereto (excluding
amendments deemed to result from the filing of documents incorporated by
reference therein), the Company shall deliver to the Investor and one firm of
counsel representing the Investor, in accordance with the notice provisions of
Section 4.8, copies of the Registration Statement as proposed to be filed,
together with exhibits thereto, which documents will be subject to review by the
Investor and such counsel, and thereafter deliver to the Investor and such
counsel, in accordance with the notice provisions of Section 4.8, such number of
copies of the Registration Statement, each amendment and supplement thereto (in
each case including all exhibits thereto), the prospectus included in the
Registration Statement (including each preliminary prospectus) and such other
documents or information as the Investor or counsel may reasonably request in
order to facilitate the disposition of the Registrable Securities.

              (d) The Company shall deliver, in accordance with the notice
provisions of Section 4.8, to each seller of Registrable Securities covered by
the Registration Statement such number of conformed copies of the Registration
Statement and of each amendment and supplement thereto (in each case including
all exhibits and documents incorporated by reference), such number of copies of
the prospectus contained in the Registration Statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus file
under Rule 424 promulgated under the Securities Act relating to such seller's
Registrable Securities, and such other documents, as such seller may reasonably
request to facilitate the disposition of its Registrable Securities.

              (e) After the filing of the Registration Statement, the Company
shall promptly notify the Investor of any stop order issued or threatened to the
Company by the SEC in connection therewith and take all reasonable actions
required to prevent the entry of such stop order or to remove it if entered.

              (f) The Company shall use its reasonable best efforts to
(i) register or qualify the Registrable Securities under such other securities
or blue sky laws of such jurisdictions in the United States as the Investor may
reasonably (in light of its intended plan of distribution) request, and (ii)
cause the Registrable Securities to be registered with or approved by such other
governmental agencies or authorities in the United States as may be necessary by
virtue of the business and operations of the Company and to any and all other
acts and things that may be reasonably necessary or advisable to

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enable the Investor to consummate the disposition of the Registration
Securities; provided, however, that the Company will not be required to qualify
but for this paragraph (h), subject itself to taxation in any such jurisdiction,
or consent or subject itself to general service of process in any such
jurisdiction.

              (g) The Company shall immediately notify the Investor upon the
occurrence of any of the following events in respect of the Registration
Statement or related prospectus in respect of any offering of Registrable
Securities: (i) receipt by the Company of notice of any request by the SEC or
any other federal or state governmental authority for additional information,
amendments or supplements to the Registration Statement or related prospectus;
(ii) receipt by the Company of notice of the issuance by the SEC or any other
federal or state governmental authority of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose; (iii) receipt of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; (v) the happening of any event
that makes any statement made in the Registration Statement or related
prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in the Registration Statement, related prospectus or documents so that,
in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that in the case of the related prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and (v) the Company's
reasonable determination that a post-effect amendment to the Registration
Statement would be appropriate, and the Company will promptly make available to
the Investor any such supplement or amendment to the related prospectus.

              (h) The Company shall otherwise comply with all applicable rules
and regulations of the SEC, including, without limitation, compliance with
applicable reporting requirements under the Exchange Act.

              (i) The Company shall appoint a transfer agent and registrar for
all of the Registrable Securities covered by such Registration Statement not
later than the effective date of such Registration Statement.

              (j) The Company may require the Investor to promptly furnish in
writing to the Company such information as may be legally required in connection
with such registration including, without limitation, all such information as
may be requested by the SEC or the National Association of

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Securities Dealers. The Investor agrees to provide such information requested in
connection with such registration within ten (10) business days after receiving
such written request and the Company shall not be responsible for any delays in
obtaining or maintaining the effectiveness of the Registration Statement caused
by the Investor's failure to timely provide such information.

SECTION 2.2   REGISTRATION EXPENSES. In connection with each Registration
Statement, the Company shall pay all registration expenses incurred in
connection with the registration thereunder (the "Registration Expenses"),
including, without limitation: (i) all registration, filing, securities exchange
listing and fees required by the National Association of Securities Dealers,
(ii) all registration, filing, qualification and other fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities), (ii) all Company word processing, duplicating,
printing, messenger and delivery expenses, (iv) the Company's internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), (v) the fees and expenses
incurred by the Company in connection with the listing of the Registrable
Securities, (vi) reasonable fees and disbursements of counsel for the Company
and customary fees and expenses for independent certified public accountants
retained by the Company (including the expenses of any special audits or costs
associated with the delivery by independent certified public accountants of such
special audit(s), (vii) the fees and expenses of any special experts retained by
the Company in connection with such registration, (viii) all reasonable fees and
expenses of one firm of counsel for the Investor retained as the Investor's
counsel with respect to such Registration Statement up to an amount of $5,000,
unless a greater amount is required due to the nature of the review performed by
Investor's counsel (an estimate of such greater fees and expenses of such firm
of counsel to be provided to the Company prior to the undertaking of such
counsel's review), (ix) premiums and other costs of Company policies of
insurance against liabilities arising out of any public offering of the
Registrable Securities being registered, and (x) any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities, but excluding
underwriting fees, discounts, transfer taxes or commissions, if any,
attributable to the sale of Registrable Securities, which shall be payable by
each holder of Registrable Securities as incurred by it, or pro rata on the
basis of the number of Registrable Securities of each holder that are included
in a registration under this Agreement.

                                  ARTICLE IIII
                        INDEMNIFICATION AND CONTRIBUTION

SECTION 3.1   INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless the Investor, its partners, Affiliates, officers, directors,
employees and duly authorized agents, and each Person or entity, if any, who
controls the Investor within the meaning of Section 15 of the Securities Act,
together with the partners, Affiliates, officers, directors, employees and duly
authorized

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agents of such controlling Person or entity (collectively, the "Controlling
Persons"), from and against any loss, claim or damage, liability, costs and
expenses (including, without limitation, reasonable attorneys' fees and
disbursements and costs and expenses of investigating and defending any such
claim) (collectively, "Damages"), joint or several, and any action or proceeding
in respect thereof to which the Investors, its partners, Affiliates, officers,
directors, employees and duly authorized agents, and any Controlling Person, may
become subject under the Securities Act or otherwise, as incurred, insofar as
such Damages (or actions or proceedings in respect thereof) arise out of, or are
based upon, any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, or in any preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement relating to the
Registrable Securities or arises out of, or are based upon, 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, and shall reimburse
the Investors, its partners, Affiliates, officers, directors, employees and duly
authorized agents, and each such Controlling Person, for any legal and other
expenses reasonably incurred by the Investor, its partners, Affiliates,
officers, directors, employees and duly authorized agents, or any such
Controlling Person, as incurred, in investigating or defending or preparing to
defend against any such Damages or actions or proceedings; provided, however,
that the Company shall not be liable to the extent that any such Damages arise
out of the Investor's failure to send or deliver a copy of the final prospectus
or supplement to the persons asserting an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such person if such person
if such statement or omission was corrected in such final prospectus or
supplement; provided, further, that the Company shall not be liable to the
extent that any such Damages arise out of or are based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in such
Registration Statement, or any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by the Investor or any other
person who participates as an underwriter in the offering or sale of such
securities, in either case, specifically stating that it is for use in the
preparation thereof.

SECTION 3.2   INDEMNIFICATION BY THE INVESTOR. The investor agrees to indemnify
and hold harmless the Company, its Affiliates, officers, directors, employees
and duly authorized agents, and each Person or entity, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, together with the Affiliates, officers, directors, employees
and duly authorized agents of such controlling Person or entity (collectively,
the "Company Controlling Persons"), from and against any Damages, joint or
several, and any action or proceeding in respect thereof to which the Company or
any Company Controlling Person may become subject under the Securities Act or
otherwise, as incurred, insofar as such Damages (or actions or proceedings in
respect thereof) arise out of, or are based upon, any untrue statement or
alleged untrue statement of a material fact contained in any

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Registration Statement, or in any preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement relating to the Registrable
Securities or arises out of, or are based upon, 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, to the extent (and only to the
extent) such untrue statement or omission occurs in reliance upon and in
conformity with written information furnished by the Investor expressly for use
with such Registration Statement (except if such statement or omission was
corrected in such final prospectus or supplement), or for failure by the
Investor to send or deliver a final copy of the final prospectus or supplement
to the persons asserting an untrue statement or alleged untrue statement or
omission or alleged omission, and shall reimburse the Company and any Company
Controlling Person, for any legal and other expenses reasonably incurred by
their investigating or defending or preparing to defend against any such Damages
or actions or proceedings.

SECTION 3.3   CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by
any person or entity in respect of which indemnity may be sought pursuant to
Sections 3.1 or 3.2 (an "Indemnified Party") of notice of any claim or the
commencement of any action, the Indemnified Party shall, if a claim in respect
thereof is to be made against the person or entity against whom such indemnity
may be sought (the "Indemnifying Party"), notify the Indemnifying Party in
writing of the claim or the commencement of such action. In the event an
Indemnified Party shall fail to give such notice as provided in this Section 3.3
and the Indemnifying Party to whom notice was not given was unaware of the
proceeding to which such notice would have related and was materially prejudiced
by the failure to give such notice, the indemnification provided for in Sections
3.1 and 3.2 shall be reduced to the extent of any actual prejudice resulting
from such failure to so notify the Indemnifying Party; provided, however, that
the failure to notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability that it may have to an Indemnified Party otherwise than
under Sections 3.1 and 3.2. If any such claim or action shall be brought against
an Indemnified Party, and it shall notify the Indemnifying Party thereof, the
Indemnifying Party shall be entitled to participate therein, and, to the extent
that it wishes, jointly with any other similarly notified Indemnifying Party, to
assume the defense thereof with counsel reasonably satisfactory to the
Indemnified Party. After notice from the Indemnifying Party to the Indemnified
Party of its election to assume the defense of such claim or action, the
Indemnifying Party shall not be liable to the Indemnified Party for any legal or
other expenses subsequently incurred by the Indemnified Party in connection with
the defenses thereof other than reasonable costs of investigation; provided,
however, that the Indemnified Party shall have the right to employ separate
counsel to represent the Indemnified Party and its Controlling Persons who may
be subject to liability arising out of any claim in respect of which indemnity
may be sought by the Indemnified Party against the Indemnifying Party, but the
fees and expenses of such counsel shall be for the account of such Indemnified
Party, unless (i) the Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel or (ii) in the reasonable
judgement of the Company and such Indemnified Party, representation of both
parties by the same

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counsel would be inappropriate due to the actual or potential conflicts between
them, it being understood, however, that the Indemnifying Party shall not, in
connection with any one such claim or action or separate but substantially
similar or related claims or actions in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for the fees and expenses
of more than one separate firm of attorneys (together with appropriate local
counsel) at any time for all Indemnified Parties, or for fees and expenses that
are not reasonable. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any claim or pending
or threatened proceeding in respect of which the Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability arising out of such claim or
proceeding. Whether or not the defense of any claim or action is assumed by the
Indemnifying Party, such Indemnifying Party will not be subject to liability for
any settlement made without its consent, which consent will not be unreasonably
withheld.

SECTION 3.4   OTHER INDEMNIFICATION. Indemnification similar to that
specified in the preceding paragraphs of this Article 3 (with appropriate
modifications) shall be given by the Company with respect to any required
registration or other qualifications of securities under any federal or state
law or regulation of any governmental authority other than the Securities
Act. The provisions of this Article III shall be in addition to any other
rights to indemnification, contribution or other remedies which an
Indemnified Party may have pursuant to law, equity, contract or otherwise.

SECTION 3.5   CONTRIBUTION. If the indemnification and reimbursement
obligations provided for in any section of this Article III is unavailable or
insufficient to hold harmless the Indemnified Parties in respect of any
damages referred to herein, then the 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 Damages as between the
Company on the one hand and the Investor on the other, in such proportion as
is appropriate to reflect the relative fault of the Company and of the
Investor in connection with such statements or omissions, as well as other
equitable considerations. The relative fault of the Company on the one hand
and of the Investor on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Investor agree that it would not
be just and equitable if contribution pursuant to this Section 3.5 were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an Indemnified
Party as a result of the Damages referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or

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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 3.5, the Investor shall in no event be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities of the Investor were sold to the public (less
underwriting discounts and commissions) exceeds the amount of any damages which
the Investor has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. Not 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.

                                   ARTICLE IV
                                  MISCELLANEOUS

SECTION 4.1   NO OUTSTANDING REGISTRATION RIGHTS. The Company represents and
warrants to the Investor that, except as disclosed in the SEC Documents,
there is not in effect on the date hereof any agreement by the Company
pursuant to which any holders of securities of the Company have a right to
cause the Company to register or qualify such securities under the Securities
Act or any securities or blue sky laws of any jurisdiction.

SECTION 4.2   TERM. The registration rights provided to the holders of
Registrable Securities hereunder shall terminate at such time as all
Registrable Securities have ceased to be Registrable Securities, pursuant to
Section 1.31 of the Equity Agreement. Notwithstanding the foregoing, Article
III, Section 4.8, and Section 4.9 shall survive the termination of this
Agreement.

SECTION 4.3   RULE 144. The Company will use best efforts to file in a timely
manner, information, documents and reports in compliance with the Securities
Act and the Exchange Act and will, at its expense, promptly take such further
action as holders of Registrable Securities may reasonably request to enable
such holders of Registrable Securities to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act ("Rule 144"), as such Rule
may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the SEC. If at any time the Company is not required to
file such reports, it will, at its expense, forthwith upon the written
request of any holder of Registrable Securities, make available adequate
current public information with respect to the Company within the meaning of
paragraph (c)(2) of Rule 144 or such other information as necessary to permit
sales pursuant to Rule 144. Upon the request of the Investor, the Company
will deliver to the Investor a written statement, signed by the Company's
principal financial officer, as to whether it has complied with such
requirements.

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SECTION 4.4   CERTIFICATE. The Company will, at its expense, forthwith upon the
request of any holder of Registrable Securities, deliver to such holder a
certificate, signed by the Company's principal financial officer, stating (a)
the Company's name, address and telephone number (including area code), (b) the
Company's Internal Revenue Service identification number, (c) the Company's SEC
file number, (d) the number of shares of each class of capital stock outstanding
as shown by the most recent report or statement published by the Company, and
(e) whether the Company has filed the reports required to be filed under the
Exchange Act for a period of at least ninety (90) days prior to the date of such
certificate and in addition has filed the most recent annual report required to
be filed thereunder.

SECTION 4.5   AMENDMENT AND MODIFICATION. Any provision of this Agreement may
be waived, provided that such waiver is set forth in a writing executed by
both parties to this Agreement. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company has obtained the written consent
of the holders of a majority of the then outstanding Registrable Securities.
Notwithstanding the foregoing, the waiver of any provision hereof with
respect to a matter that relates exclusively to the rights of holders of
Registrable Securities whose securities are being sold pursuant to a
Registration Statement and does not directly or indirectly affect the rights
of other holders of Registrable Securities may be given by holders of at
least a majority of the Registrable Securities being sold by such holders;
provided that the provisions of this sentence may not be amended, modified or
supplemented except in accordance with the provisions of the immediately
preceding sentence. No course of dealing between or among any Person having
any interest in this Agreement will be deemed effective to modify, amend or
discharge any part of this Agreement or any rights or obligations of any
person under or by reason of this Agreement.

SECTION 4.6   SUCCESSORS AND ASSIGNS; ENTIRE AGREEMENT. This Agreement and
all of the provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. The
Investor may assign its rights under this Agreement to any subsequent holder
the Registrable Securities, provided that the Company shall have the right to
require any holder of Registrable Securities to execute a counterpart of this
Agreement as a condition to such holder's claim to any rights hereunder. This
Agreement, together with the Equity Agreement, the Loan and Security
Agreement, and the Warrant(s) sets forth the entire agreement and
understanding between parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of any and
every nature among them.

SECTION 4.7   SEPARABILITY. In the event that any provision of this Agreement or
the application of any provision hereof is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, the remainder of
this Agreement shall not be affected except to the extent necessary to delete

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such illegal, invalid or unenforceable provision unless that provision held
invalid shall substantially impair the benefits of the remaining portions of
this Agreement.

SECTION 4.8   NOTICES. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and
shall be (i) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (ii) delivered by reputable air courier service with
charges prepaid, or (iii) transmitted by hand delivery, telegram or facsimile,
addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (a) upon
hand delivery or delivery by facsimile, with accurate confirmation generated by
the transmitting facsimile machine, at the address or number designated below
(if delivered on a business day during normal business hours where such notice
is to be received) or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communication shall be:

         IF TO THE COMPANY:

         Interactive Telesis Inc.
         12636 High Bluff Drive, 2nd Floor
         San Diego, CA 92130-2022
         Attention: Mr. Donald E. Cameron, President and CEO
                  Telephone:        858-523-4000
                  Facsimile:        858-523-4001


         WITH A COPY (WHICH SHALL NOT CONSTITUTE NOTICE) TO:

         Bruce J. Rushall, esq.
         Rushall & McGeever, APC
         1903 Wright Place, Suite 250
         Carlsbad, CA 92008
                  Telephone:        760-438-6855
                  Facsimile:        760-438-3026


IF TO THE  INVESTOR:

Hambrecht & Quist Guaranty Finance, LLC
One Bush Street
San Francisco, CA 94104

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<PAGE>

Attention:  Ms. Anne Retterer
Telephone:  (415) 439 3300
Facsimile:  (415) 439 3804



Either party hereto may from time to time change its address or facsimile number
for notices under this Section 4.8 by giving notice of such changed address or
facsimile number to the other party hereto.

SECTION 4.9   GOVERNING LAW. This Agreement shall be construed under the laws of
the State of Delaware, without regard to choice of law provisions. The parties
agree to submit to the jurisdiction of the Delaware courts for the purpose of
resolving any such disputes, and further agree that venue for any action brought
hereunder shall lie exclusively in such courts.

SECTION 4.10   HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement, nor shall they
affect their meaning, construction or effect.

SECTION 4.11   COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original instrument and all
of which together shall constitute one and the same instrument.

SECTION 4.12   FURTHER ASSURANCES. Each party shall cooperate and take such
action as may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.

SECTION 4.13   ABSENCE OF PRESUMPTION. This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation
against the party drafting or causing any instrument to be drafted.

SECTION 4.14   REMEDIES. In the event of a breach or a threatened breach by any
party to this Agreement of its obligations under this Agreement, any party
injured or to be injured by such breach will be entitled to specific performance
of its rights under this Agreement or to injunctive relief, in addition to being
entitled to exercise all rights provided in this Agreement and granted by law.
The parties agree that the provisions of this Agreement shall be specifically
enforceable, it being agreed by the parties that the remedy at law, including
monetary damages, for breach of any such provision will be inadequate
compensation for any loss and that any defense or objection in any action for
specific performance or injunctive relief that a remedy at law would be adequate
is waived.

                                      13

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be executed by the undersigned, thereunto duly authorized, as of
the date first set forth above.

                            Interactive Telesis Inc.

                            By:
                                ----------------------------------------------
                            Name:    William R. Adams
                                ----------------------------------------------
                            Title:   Secretary and Chief Financial Officer
                                ----------------------------------------------



                            Hambrecht & Quist Guaranty Finance, LLC

                            By:
                                ----------------------------------------------
                            Name:    Donald M. Campbell
                                ----------------------------------------------
                            Title:   Chief Executive Officer
                                ----------------------------------------------

                                      14