Exhibit 10(r)

                          REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION RIGHTS AGREEMENT dated as of April 19, 2000 (this
"Agreement")  between Capita Research  Group,  Inc., a Nevada  corporation  (the
"Company"),   and  the  undersigned  stockholders  (each,  a  "Stockholder"  and
collectively, the "Stockholders").

                  WHEREAS:

                  A. In connection with the Securities Purchase Agreement by and
between the Company and the  Stockholders  and dated of even date  herewith (the
"Securities  Purchase  Agreement"),  the Company has agreed,  upon the terms and
subject to the conditions of the  Securities  Purchase  Agreement,  to issue and
sell to the  Stockholders  up to 394,447 of the Company's  units (the  "Units"),
each unit consisting of (i) one share of the Company's  common stock,  $.001 par
value per share (the "Common Stock"), and (ii) one of the Company's Common Stock
Purchase   Warrants  to  purchase  one  share  of  the  Company's  Common  Stock
exercisable  at a  purchase  price  of $1.35  per  share of  Common  Stock  (the
"Warrants"); and

                  B. To induce the  Stockholders  to  execute  and  deliver  the
Securities  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations thereunder, or any similar successor statute (collectively,  the
"Securities Act"), and applicable state securities laws;

                  NOW, THEREFORE,  in consideration of the mutual benefits to be
derived and the conditions and promises  herein  contained,  and intending to be
legally bound hereby, the parties hereto agree as follows:

                  1. Registration of Common Stock. (a) In the event that, at any
time,  the Company  proposes  to  register  the sale of any shares of its Common
Stock,  to be issued by the  Company  or sold by any  holder of shares of Common
Stock (the "Registration  Shares") under the Securities Act, other than pursuant
to a registration statement on Forms S-4 or S-8, or any successor to such Forms,
for the purpose of the  issuance,  sale or other  transfer  of the  Registration
Shares by the Company or such holder,  the Company shall mail or deliver to each
Stockholder at least 25 days prior to the filing of the  registration  statement
covering such Registration Shares, a written notice (a "Registration Notice") of
its intention so to register the Registration Shares, and specifying the date by
which the Supplemental Notice referred to in Section 1(b) below must be returned
to the Company.
<PAGE>

                  (b) In the event that a Registration Notice shall have been so
mailed or delivered,  each Stockholder,  at such person's election,  may mail or
deliver to the Company a written notice (a "Supplemental Notice") (i) specifying
the number of shares of Common Stock ("Supplemental  Registration  Shares") held
by such Stockholder or issued or issuable upon the exercise of Warrants proposed
to be sold or otherwise  transferred by such  Stockholder,  (ii)  describing the
proposed  manner of sale or other  transfer  thereof  and (iii)  requesting  the
registration  thereof under the Securities  Act;  provided,  however,  that such
Supplemental Notice shall be so mailed or delivered by such Stockholder not more
than 15 days after the date of the Registration Notice.

                  (c) From and  after  receipt  of a  Supplemental  Notice,  the
Company  shall,  subject to the prior sale or other  transfer  of some or all of
such  Registration  Shares,  use  its  reasonable  best  efforts  to  cause  the
Supplemental  Registration  Shares specified in such  Supplemental  Notice to be
registered  under the  Securities  Act and to effect and to comply with all such
regulatory  qualifications  and  requirements  as may be necessary to permit the
sale or other transfer of such  Supplemental  Registration  Shares in the manner
described  in  such  Supplemental   Notice,   including,   without   limitation,
qualifications  under  applicable  blue  sky  or  other  state  securities  laws
(provided  that the Company  shall not be required in  connection  therewith  to
qualify as a foreign  corporation or to execute a general  consent to service of
process in any jurisdiction);  provided,  however, that (i) if in the case of an
underwritten public offering of the Registration Shares the managing underwriter
shall advise the Company that the inclusion of some or all of such  Supplemental
Registration Shares would, in such managing underwriter's  judgment,  materially
interfere with the proposed  distribution of the Registration  Shares,  then the
Company may, upon written  notice to such  Stockholder,  reduce or eliminate the
Supplemental  Registration  Shares  otherwise to be included in the registration
statement (if and to the extent such  reduction or  elimination  is indicated by
such managing underwriter as necessary to eliminate such interference),  (ii) if
any  firm  of  counsel   representing   the  Company  in  connection  with  such
registration or representing such Stockholder that is reasonably satisfactory to
the Company shall advise the Company and such Stockholder in writing that in its
opinion the  registration  under the Securities Act  contemplated  hereby is not
necessary  to permit  the sale of the  Supplemental  Registration  Shares in the
intended method of disposition by such  Stockholder,  then the Company shall not
be required to take any action with respect to such  registration or other steps
contemplated  hereby, (iii) the Company shall have the right to delay or abandon
such  registration  at any time in the event that the Board of  Directors of the
Company  determines in good faith that such delay or  abandonment is in the best
interest  of the  Company,  and  (iv)  in the  case  of an  underwritten  public
offering, the right of such Stockholder to registration pursuant to this Section
1 shall be conditioned upon such  Stockholder's  participation in the applicable
underwriting   arrangements   and  execution  of  the  applicable   underwriting
agreement.

                  (d) If and whenever the Company is required by the  provisions
of this Section 1 to use its reasonable best efforts to effect the  registration
under the Securities  Act of any  securities  requested to be so registered by a
Stockholder, the Company will, as promptly as practicable:

                           (i) prepare and file with the Securities and Exchange
                  Commission (the  "Commission")  a registration  statement with
                  respect to such securities and use its reasonable best efforts
                  to cause such registration statement to become effective;

                           (ii)  prepare  and  file  with  the  Commission  such
                  amendments and supplements to such registration  statement and
                  the  prospectus  used  in  connection   therewith  as  may  be
                  necessary to keep such registration  statement effective for a
                  period from the date of the effectiveness  thereof through the
                  earlier  of (1) the date  which is nine (9)  months  after the
                  date of  effectiveness  thereof  and (2) the date on which all
                  Supplemental Registration Shares included in such registration
                  statement  shall have been sold or  otherwise  disposed  of by
                  such Stockholder pursuant to such registration statement,  and
                  to  comply  with the  provisions  of the  Securities  Act with
                  respect  to the sale or other  disposition  of all  shares  of
                  Common Stock covered by such registration  statement  whenever
                  such Stockholder  shall desire to sell or otherwise dispose of
                  the same within such period;
<PAGE>

                           (iii)  furnish  to such  Stockholder  such  number of
                  copies of a prospectus, including a preliminary prospectus and
                  final  prospectus,  in conformity with the requirements of the
                  Securities  Act, and such other documents as may reasonably be
                  requested  thereby in order to  facilitate  the public sale or
                  other  disposition  of  such  shares  of  Common  Stock  owned
                  thereby;

                           (iv) notify such Stockholder  promptly of any request
                  by the  Commission  for the  amendment or  supplement  of such
                  registration   statement  or  prospectus  or  for   additional
                  information,  and  notify  such  Stockholder  promptly  of the
                  filing of each  amendment or supplement  to such  registration
                  statement or prospectus;

                           (v) advise such Stockholder,  promptly after it shall
                  receive  notice,  of the  issuance  of any  stop  order by the
                  Commission  suspending the  effectiveness of such registration
                  statement or the  initiation or  threatening of any proceeding
                  for that purpose and promptly use its reasonable  best efforts
                  to  prevent  the  issuance  of any stop order or to obtain its
                  withdrawal if such stop order should be issued; and

                           (vi) notify such Stockholder, in writing, at any time
                  when a  prospectus  relating to such shares of Common Stock is
                  required to be delivered  under the  Securities Act within the
                  appropriate   period  mentioned  in  clause  (ii)  immediately
                  preceding,  of the happening of any event as a result of which
                  the prospectus  included in such  registration  statement,  as
                  then in effect,  includes  an untrue  statement  of a material
                  fact or omits to state a material  fact  required to be stated
                  therein  or  necessary  to make  the  statements  therein  not
                  misleading in the light of the  circumstances  then  existing,
                  and  promptly  prepare  (and  file  with the  Commission)  and
                  furnish to such Stockholder a reasonable number of copies of a
                  supplement  to or an  amendment of such  prospectus  as may be
                  necessary so that, as thereafter  delivered to the  purchasers
                  of such  shares of Common  Stock,  such  prospectus  shall not
                  include  an untrue  statement  of a  material  fact or omit to
                  state  a  material  fact  required  to be  stated  therein  or
                  necessary to make the statements therein not misleading in the
                  light of the circumstances then existing.

                  (e) Each  Stockholder  agrees  to  furnish  the  Company  such
information  regarding  itself and the  proposed  distribution  of  Supplemental
Registration  Shares by such  Stockholder  as the  Company may from time to time
reasonably  request in writing in order to prepare a registration  statement and
prospectus or any supplement or amendment thereto pursuant to the Securities Act
and the rules and regulations promulgated thereunder.
<PAGE>

                  (f) Each  Stockholder  agrees that,  upon receipt of a written
notice from the Company of the  happening of any event of the kind  described in
clause (vi) of Section 1(d) above, it will forthwith discontinue its disposition
of  Supplemental  Registration  Shares  pursuant to the  registration  statement
relating  to such  Supplemental  Registration  Shares  until its  receipt of the
copies of the supplemented or amended prospectus  contemplated by clause (vi) of
Section 1(d) above and, if so requested by the Company in writing,  will deliver
to the Company (at the  Company's  expense)  all copies then in its  possession,
other  than  permanent  file  copies,   of  the  prospectus   relating  to  such
Supplemental Registration Shares; provided, however, that in the event that such
Stockholder  discontinues  its disposition of Supplemental  Registration  Shares
pursuant  to  the   foregoing   provisions,   the  nine  month  period  for  the
effectiveness  of the  registration  statement  shall be  extended by the period
during which such Stockholder discontinued its disposition.

                  (g) The  Company  shall pay all  expenses  (the  "Registration
Expenses")  necessary  to  effect  under  the  Securities  Act any  registration
statements,  amendments or  supplements  filed pursuant to this Section 1 (other
than any underwriters'  discounts and commissions and any brokerage  commissions
and fees payable with respect to shares of Common Stock sold by the Stockholders
and legal fees and expenses of counsel to the Stockholders),  including, without
limitation,   printing  expenses,  fees  of  the  Commission  and  the  National
Association of Securities  Dealers,  Inc.,  expenses of compliance with blue sky
and other state  securities  laws, and accounting and legal fees and expenses of
counsel to the Company.

                  (h) Each  Stockholder  agrees  that,  in the event the Company
files a  registration  statement  under the  Securities  Act with  respect to an
underwritten  public  offering  of any  securities  of  the  Company  for  cash,
primarily  for the  account  of the  Company,  in  which  such  Stockholder  was
permitted  to  participate  (whether  or  not  such  Stockholder  does  in  fact
participate),  if required by an underwriter,  such  Stockholder will not effect
any  public  sale or  distribution,  including  any  sale  pursuant  to Rule 144
promulgated under the Securities Act, of any equity securities of the Company or
any securities  convertible  into or  exchangeable or exercisable for any equity
security  of the  Company  (other  than  as part  of  such  underwritten  public
offering)  during the seven days prior to, and such period  after (not to exceed
in any event 180 days), the effectiveness of such registration  statement as may
be required by such underwriter.

                  (i) In the event of any registration  pursuant to this Section
1 covering  shares of Common  Stock  beneficially  owned by a  Stockholder,  the
Company will indemnify and hold harmless such  Stockholders,  and each person or
entity,  if any,  who  controls  such  Stockholder  within  the  meaning  of the
Securities Act  (collectively,  the "Indemnitees")  against any losses,  claims,
damages,  costs, expenses (including reasonable attorneys' fees), or liabilities
(or actions in respect thereof) to which such Stockholder or controlling  person
or entity becomes  subject,  under the  Securities Act or otherwise,  insofar as
such losses,  claims,  damages,  costs,  expenses or liabilities  (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any  material  fact  contained in the related  registration
statement,  any preliminary prospectus or final prospectus contained therein, or
any  amendment  or  supplement  thereto,  or arise out of or are based  upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading in
light of the circumstances in which they were made; provided,  however, that the
Company will not be liable in any such case to an  Indemnitee to the extent that
any such loss,  claim,  damage,  cost,  expense or liability arises out of or is
primarily  based upon (x) an untrue  statement  or alleged  untrue  statement or
omission or alleged omission made in such  registration  statement,  preliminary
prospectus,  prospectus  or  amendment  or  supplement  in reliance  upon and in
conformity with written  information  furnished by any Indemnitee,  specifically
for use in the preparation thereof or (y) such Indemnitee's failure to deliver a
copy of the prospectus or any amendments or supplements  thereto (if required by
applicable  law) to the person  asserting any loss,  claim,  damage or liability
after the Company has furnished such  Indemnitee with the same. The Company also
agrees to reimburse each  Indemnitee for any legal or other expenses  reasonably
incurred by such  Indemnitee in connection with  investigating  or defending any
such loss, claim, damage, liability or action.
<PAGE>

                  (j) In the event of any registration  pursuant to this Section
1 covering  shares of Common Stock  beneficially  owned by a  Stockholder,  such
Stockholder shall indemnify and hold harmless the Company, each of its directors
and  officers  who has signed any  registration  statement,  and each  person or
entity,  if any, who controls the Company  within the meaning of the  Securities
Act, against any losses, claims,  damages, costs, expenses (including reasonable
attorneys'  fees) or  liabilities  (or actions in respect  thereof) to which the
Company or any such director,  officer,  or controlling  person becomes subject,
under the Securities Act or otherwise,  insofar as such losses, claims, damages,
costs,  expenses or liabilities (or actions in respect thereof)  primarily arise
out of or are based upon any untrue or alleged untrue  statement of any material
fact  contained  in the  related  registration  statement,  and any  preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or primarily arise out of or are based upon the omission or the 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  in which they were made, in each case to the extent,  but only to
the extent, that such loss, claim,  damage, cost, expense or liability primarily
arises  out of or is based  upon  (x) an  untrue  statement  or  alleged  untrue
statement or omission or alleged omission made in such  registration  statement,
preliminary prospectus, prospectus, amendment or supplement in reliance upon and
in  conformity   with  written   information   furnished  by  such   Stockholder
specifically  for  use in the  preparation  thereof  or (y)  such  Stockholder's
failure to deliver a copy of the  prospectus or any  amendments  or  supplements
thereto (if required by applicable law) to the person asserting any loss, claim,
damage or liability after the Company has furnished such  Stockholders  with the
same. The  Stockholders  shall reimburse any legal or other expenses  reasonably
incurred by the Company or any such director,  officer, or controlling person or
entity in  connection  with  investigating  or defending  any such loss,  claim,
damage,  liability or action.  The liability of a  Stockholder  pursuant to this
Section 1(j) shall be limited to the total  proceeds  from the offering  (net of
sales commissions) received by such Stockholder.

                  (k) Promptly after receipt by an indemnified  party under this
Section 1 of notice of the commencement of any action,  such  indemnified  party
shall,  if a claim in respect  thereof is to be made  against  any  indemnifying
party under this Section 1, notify the  indemnifying  party of the  commencement
thereof;  provided,  however,  that failure to so notify the indemnifying  party
shall not affect an indemnifying  party's obligations  hereunder,  except to the
extent that the indemnifying party is materially prejudiced by such failure. The
indemnifying  party  shall be entitled  to appoint  counsel of the  indemnifying
party's choice at the indemnifying  party's expense to represent the indemnified
party in any  action  for which  indemnification  is sought  (in which  case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel  retained by the indemnified  party or parties except as
set forth  below);  provided,  however,  that such counsel  shall be  reasonably
satisfactory to the indemnified party.  Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified  party shall have the right to employ  separate  counsel  (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such  separate  counsel if (i) the use of counsel  chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of  interest,  (ii) the actual or  potential  defendants  in, or
<PAGE>

targets  of,  any  such  action  include  both  the  indemnified  party  and the
indemnifying  party and the indemnified  party shall have  reasonably  concluded
that  there  may be legal  defenses  available  to it and/or  other  indemnified
parties  which  are  different  from or  additional  to those  available  to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel
reasonably  satisfactory to the  indemnified  party to represent the indemnified
party within a reasonable time after notice of the institution of such action or
(iv) the  indemnifying  party shall  authorize the  indemnified  party to employ
separate  counsel at the expense of the  indemnifying  party.  It is understood,
however,  that the  indemnifying  party shall,  in connection  with any one such
action or  separate  but  substantially  similar or related  actions in the same
jurisdiction  arising out of the same general  allegations or circumstances,  be
liable  for the  reasonable  fees  and  expenses  of only one  separate  firm of
attorneys (in addition to any local counsel) at any time.

                  (l) No  indemnifying  party shall,  without the prior  written
consent of the  indemnified  party,  effect  any  settlement  of any  pending or
threatened action,  suit or proceeding in respect of which any 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  on claims  that are the subject
matter of such action, suit or proceeding.

                  (m) With   respect  to  any   underwritten   offering,    each
Stockholder  (if shares of Common Stock of such  Stockholder are included in the
subject  registration  statement)  and the  Company  shall,  in  addition to the
foregoing,   provide  the   underwriter   of  such   offering   with   customary
representations and warranties,  and  indemnification and contribution,  in each
instance as shall be reasonably requested by the underwriter, provided, however,
that  any such  agreement  to  indemnify  an  underwriter  with  respect  to any
preliminary prospectus shall not inure to the benefit of any such underwriter to
the extent that any loss, claim,  damage, cost, expense or liability of any such
underwriter  results solely from an untrue  statement of material fact contained
in, or the omission of a material fact from, such  preliminary  prospectus which
untrue  statement or omission was  corrected  in the final  prospectus,  if such
underwriter  failed to send or give a copy of the final prospectus to the person
asserting such loss, claim,  damage,  cost,  expense or liability at or prior to
the written  confirmation  of the sale of such  securities  to such person,  and
provided  further that any such  agreement by such  Stockholder  to indemnify an
underwriter  shall be on a several  (and not joint) basis in  proportion  to the
number of securities sold by such Stockholder in such underwritten  offering and
shall be limited in amount to the net proceeds  received by such  Stockholder in
such underwritten offering.

                  (n) If the  indemnification  provided for in this Section 1 is
unavailable  to any  indemnified  party  with  respect  to any  losses,  claims,
damages,  liabilities  or expenses  referred to therein,  then the  indemnifying
party, in lieu of indemnifying  such indemnified  party,  will contribute to the
amount paid or payable by such  indemnified  party,  as a result of such losses,
claims,  damages,   liabilities  or  expenses  (i)  in  such  proportion  as  is
appropriate to reflect the relative  benefits  received by the indemnified party
on the one hand, and the indemnifying party on the other hand, from the offering
or (ii) if the  allocation  provided  by clause  (i) above is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
<PAGE>

relative benefits referred to in clause (i) above but also the relative fault of
the  indemnified  party on the one hand,  and of the  indemnifying  party on the
other hand, in connection  with the  statements or omissions  which  resulted in
such  losses,  claims,  damages,  liabilities  or  expenses as well as any other
relevant  equitable  considerations.  The  relative  benefits  received  by  the
indemnified party on the one hand, and the indemnifying party on the other hand,
shall be deemed to be in the same  proportion  as the  total  proceeds  from the
offering (net of sales  commissions)  received by the indemnified party relative
to such proceeds  received by the indemnifying  party. The relative fault of the
indemnified party on the one hand, and the indemnifying party on the other hand,
will be determined with reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission to state a material
fact  relates  to  information   supplied  by  the  indemnified   party  or  the
indemnifying  party, and its relative intent,  knowledge,  access to information
and  opportunity  to correct or prevent such  statement or omission.  The amount
payable by a party as a result of the losses,  claims,  damages,  liabilities or
expenses referred to above will be deemed to include, subject to the limitations
set forth in Section 1(o) below, any legal or other fees or expenses  reasonably
incurred by such party in connection with  investigating or defending any action
or claim.

                  (o) The  indemnified  party and the  indemnifying  party agree
that it would not be just and equitable if contribution pursuant to this Section
1 were  determined  by pro rata  allocation or by any other method of allocation
which does not take into  account the  equitable  considerations  referred to in
Section  1(n). No person  committing  fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution or  indemnification  from any person not committing such fraudulent
misrepresentation.

                  2.  Legend and Compliance with Securities  Laws. (a) The stock
certificates  evidencing the shares of Common Stock of the Stockholders  subject
to this Agreement shall bear a legend reading substantially as follows:

                           "The Shares  represented by this Certificate have not
                  been  registered  under the Securities Act of 1933, as amended
                  (the  "Act"),  but have been issued  pursuant to an  exemption
                  from such  registration.  Neither such Shares nor any interest
                  therein may be sold,  transferred,  pledged,  hypothecated  or
                  otherwise  disposed  of until  either (i) the  holder  thereof
                  shall  have  received  an  opinion  from  counsel   reasonably
                  satisfactory  to the Company that  registration  thereof under
                  the Act is not required or (ii) a registration statement under
                  the  Act  covering  such  Shares  or  such  interest  and  the
                  disposition  thereof  shall have  become  effective  under the
                  Act."

                  (b) In the event that a  registration  statement  covering the
shares of Common Stock of the Company owned by a  Stockholder  which are subject
to this Agreement shall become  effective under the Securities Act and under any
applicable  state securities laws or in the event that the Company shall receive
an opinion of counsel to the holder of such  shares of Common  Stock in form and
substance  reasonably  satisfactory  to the Company that, in the opinion of such
counsel, the above stated legend is not, or is no longer,  necessary or required
under applicable law (including, without limitation, because of the availability
of the exemption  afforded by Rule 144(k) promulgated under the Securities Act),
the Company  shall,  or shall  instruct its transfer  agents and  registrars to,
remove the above  stated  legend  from the stock  certificates  evidencing  such
shares of Common  Stock or issue new  certificates  without  such legend in lieu
thereof.
<PAGE>

                  (c) Each Stockholder consents to the Company making a notation
on its  records and giving  instructions  to any  transfer  agent for the Common
Stock in order to implement the  restrictions  on transfer  established  in this
Section 2.

                  3. Reorganization, Etc. The provisions of this Agreement shall
apply mutatis  mutandi to any shares of capital stock  resulting  from any stock
split or reverse split, stock dividend, reclassification of the capital stock of
the Company,  consolidation,  merger or reorganization  of the Company,  and any
shares or other securities of the Company or of any successor  company which may
be received by a Stockholder  (and/or its successors,  permitted assigns,  legal
representatives  and heirs) by virtue of its  ownership of Common Stock or other
capital stock of the Company.

                  4.  Notices.  Any  notice or other  communication  under  this
Agreement  shall be in  writing  and  sufficient  if  delivered  personally,  by
telecopy or sent by registered or certified mail, postage prepaid,  addressed as
follows:

                  If to the Company:

                           Capita Research Group, Inc.
                           591 Shippack Pike, Suite 300
                           Blue Bell, Pennsylvania 19422
                           Attention:  President
                           Telecopy:   (215) 619-0775
                           Telephone:  (215) 619-7777

                  If to a  Stockholder,  to  its  address  on  the  Schedule  of
Stockholders attached hereto, with copies to such Stockholder's counsel.

All such notices and  communications  shall be deemed to have been duly given at
the time delivered by hand, if personally  delivered,  upon receipt,  if sent by
telecopy,  or three (3) business days after being deposited in the mail, if sent
by registered or certified mail. Any party may, upon written notice to the other
parties hereto,  change the address to which notices or other  communications to
such party are to be delivered or mailed.

                  5.  Counterparts. This Agreement may be executed in any number
of  counterparts,  each of which shall be deemed an  original,  but all of which
taken together shall constitute one and the same instrument.

                  6.  Entire  Agreement.  This  Agreement  contains  the  entire
agreement  among the parties  hereto with respect to the subject  matter hereof.
This Agreement may be amended or modified or any provision  hereof may be waived
by a written agreement between the Stockholders and the Company.  This Agreement
supersedes all prior understandings, negotiations and agreements relating to the
subject matter hereof.
<PAGE>

                  7.  Governing  Law.  This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
agreements made and to be performed  entirely within such State,  without regard
to any conflict of laws  principles  of such State which would apply the laws of
any other jurisdiction.

                  8.  Jurisdiction;  Waiver of Trial by Jury. THE PARTIES HERETO
HEREBY  IRREVOCABLY  SUBMIT TO THE  JURISDICTION  OF ANY  PENNSYLVANIA  STATE OR
UNITED STATES FEDERAL COURT SITTING IN THE CITY OF PHILADELPHIA  OVER ANY ACTION
OR  PROCEEDING  ARISING  OUT  OF OR  RELATING  TO  THIS  AGREEMENT,  AND  HEREBY
IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH  PENNSYLVANIA  STATE OR FEDERAL COURT.  THE PARTIES
AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED  IN OTHER  JURISDICTIONS  BY SUIT ON THE  JUDGMENT OR IN ANY
OTHER  MANNER  PROVIDED BY LAW.  THE PARTIES  FURTHER  WAIVE TRIAL BY JURY,  ANY
OBJECTION TO VENUE IN SUCH STATE AND ANY  OBJECTION TO ANY ACTION OR  PROCEEDING
IN SUCH STATE ON THE BASIS OF FORUM NON  CONVENIENS.  THE PARTIES  FURTHER AGREE
THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
BE BROUGHT ONLY IN A  PENNSYLVANIA  STATE OR UNITED STATES FEDERAL COURT SITTING
IN THE CITY OF PHILADELPHIA.

                  9.  Headings.  The headings in this  Agreement  are solely for
convenience of reference and shall not affect the  interpretation  of any of the
provisions hereof.

                  10. Severability.  If any provision  herein contained shall be
held to be illegal or  unenforceable,  such holding hall not affect the validity
or enforceability of the other provisions of this Agreement.

                  11. Binding  Effect.  This Agreement shall be binding upon and
inure to the benefit of the Company, the Stockholders,  each of their respective
successors, permitted assigns, executors,  administrators, legal representatives
and heirs, as applicable.

                  12. Construction. The parties hereto agree that this Agreement
is the product of negotiations  between  sophisticated  parties and individuals,
all of whom were represented by counsel,  and each of whom had an opportunity to
participate in, and did  participate in, the drafting of each provision  hereof.
Accordingly,  ambiguities  in this  Agreement,  if any,  shall not be  construed
strictly or in favor of or against any party  hereto but rather shall be given a
fair  and  reasonable   construction  without  regard  to  the  rule  of  contra
proferentum.

                                      * * *


<PAGE>


                  IN WITNESS  WHEREOF,  each of the parties  hereto has executed
this Registration Rights Agreement on the date first above written.

                                            CAPITA RESEARCH GROUP, INC.


                                            By: /s/ David B. Hunter
                                                -------------------
                                                Name:  David B. Hunter
                                                Title:    President

                                            STOCKHOLDERS:

                                                /s/ Page Chapman, III
                                                ----------------------
                                                Page Chapman, III

                                                /s/ Larry Dinkin
                                                -------------------
                                                Larry Dinkin

                                                /s/ Howard Fischer
                                                -------------------
                                                Howard Fischer

                                                /s/ Rich Greenstein
                                                -------------------
                                                Rich Greenstein

                                                /s/ Michael Levy
                                                -------------------
                                                Michael Levy

                                                /s/ Eric Pai
                                                -------------------
                                                Eric Pai

                                                /s/ David G. Sandeloysky
                                                -------------------
                                                David G. Sandeloysky

                                                /s/ Greg Silverstein
                                                -------------------
                                                Greg Silverstein

                                                /s/ William Tai
                                                -------------------
                                                William Tai


                                      S-1
<PAGE>

                                                /s/ Mark Van Fossan
                                                -------------------
                                                Mark Van Fossan

                                                /s/ Cyril Visovsky
                                                -------------------
                                                Cyril Visovsky

                                      S-2
<PAGE>
                               SCHEDULE OF BUYERS


                                 Number of
                        Investor Name and Address                        Units
                        -------------------------                      ---------


                        Page Chapman, III                               27,778
                        P.O. Box 296
                        New Vernon, New Jersey  07976

                        Larry Dinkin                                    27,778
                        c/o Mike Destafano
                        Ferrara, Destafano and Caporusso
                        900 Wheeler Rd
                        Suite 290
                        Happague, New York  11788

                        Howard Fischer                                  27,778
                        36 Wampus Lake Dr.
                        Armonk, New York  10504

                        Rich Greenstein                                 33,333
                        c/o Mike Destafano
                        Ferrara, Destafano and Caporusso
                        900 Wheeler Rd
                        Suite 290
                        Happague, New York  11788

                        Michael Levy                                    27,778
                        Deutsche Bank
                        130 Liberty Street
                        35th Floor
                        New York, New York  10006

                        Eric Pai                                        27,778
                        Deutsche Bank
                        130 Liberty Street
                        35th Floor
                        New York, New York  10006

                        Rob Reiner                                      27,778
                        Deutsche Bank
                        130 Liberty Street
                        35th Floor
                        New York, New York  10006

                        Greg Silvershein                                27,778
                        67 Summit Avenue
                        Summit, New Jersey  07901

                        David G. Sandelovsky                            27,778
                        34 Deer Creek Drive
                        Basking Ridge, New Jersey  07920
<PAGE>

                        William Tai                                     55,556
                        2086 2nd Avenue
                        Apt. 13a
                        New York, New York  10029-4161

                        Mark Van Fossan                                 55,556
                        67 Summit Avenue
                        Summit, New Jersey  07901

                        Cyril Visovsky                                  27,778
                        43 Brundidge Drive
                        Goldens Bridge, New York  10526