Exhibit 10(q)

                          REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION  RIGHTS AGREEMENT dated as of March 9, 2000 (this
"Agreement")  between Capita Research  Group,  Inc., a Nevada  corporation  (the
"Company"), and Dwight Nelson (the "Stockholder").

                  WHEREAS:

                  A. In connection with the Securities Purchase Agreement by and
between the Company and the  Stockholder  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 Stockholder  50,000 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"),  (ii) one of the Company's A Common Stock  Purchase
Warrants to purchase one share of the Company's  Common Stock  exercisable  at a
purchase price of $.50 per share of Common Stock (the "A Warrant") and (iii) one
of the Company's B Common Stock  Purchase  Warrants to purchase one share of the
Company's  Common Stock  exercisable  at a purchase  price of $1.00 per share of
Common Stock (the "B Warrant," and together with the A Warrant,  the "Warrants")
(such  shares  of  Common  Stock  issued  upon  exercise  of  the  Warrants  are
hereinafter  referred to as the "Warrant  Shares",  and together with the Units,
Common Stock and the Warrants, the "Securities"); and

                  B. To induce  the  Stockholder  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 the
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,  the 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 the Stockholder or issued or issuable upon the exercise of Warrants  proposed
to be sold or otherwise  transferred  by the  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 the 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 the  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 the Stockholder that is reasonably  satisfactory to
the Company shall advise the Company and the  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 the 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 the Stockholder to registration pursuant to this Section
1 shall be conditioned  upon the  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 the
Stockholder, the Company will, as promptly as practicable:
<PAGE>

                           (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 the
                  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   the
                  Stockholder  shall desire to sell or otherwise  dispose of the
                  same within such period;

                           (iii)  furnish  to the  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 the  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 the Stockholder promptly of the filing
                  of each amendment or supplement to such registration statement
                  or prospectus;

                           (v) advise the  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 the 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 the 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.
<PAGE>

                  (e)  The  Stockholder  agrees  to  furnish  the  Company  such
information  regarding  itself and the  proposed  distribution  of  Supplemental
Registration  Shares by the  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.

                  (f) The  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 the
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 the 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  Stockholder
and legal fees and expenses of counsel to the Stockholder),  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) The  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 the Stockholder was permitted
to participate  (whether or not the Stockholder  does in fact  participate),  if
required by an underwriter,  the 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.
<PAGE>

                  (i) In the event of any registration  pursuant to this Section
1 covering shares of Common Stock  beneficially  owned by the  Stockholder,  the
Company will  indemnify  and hold harmless the  Stockholder,  and each person or
entity,  if  any,  who  controls  the  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 the 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.

                  (j) In the event of any registration  pursuant to this Section
1 covering shares of Common Stock  beneficially  owned by the  Stockholder,  the
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 the Stockholder specifically
for use in the preparation thereof or (y) the 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 the  Stockholder  with the same. The Stockholder
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 the Stockholder  pursuant to this Section 1(j) shall be
limited  to the total  proceeds  from the  offering  (net of sales  commissions)
received by the Stockholder.
<PAGE>

                  (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
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, the Stockholder
(if  shares of Common  Stock of the  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
<PAGE>

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 the Stockholder to indemnify an underwriter  shall be
on a several (and not joint)  basis in  proportion  to the number of  securities
sold by the  Stockholder in such  underwritten  offering and shall be limited in
amount to the net  proceeds  received by the  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
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.
<PAGE>

                  2.       Legend and Compliance with  Securities  Laws. (a) The
stock  certificates  evidencing  the shares of Common  Stock of the  Stockholder
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 the 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.

                  (c) The 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 the 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 elivered 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 the Stockholder:

                           Mr. Dwight Nelson
                           57 Strawberry Hill
                           Norwalk, Connecticut  06855
                           Facsimile:  (203) 861-4989
                           Telephone: (203) 324-8425
<PAGE>

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 Stockholder and the Company.  This Agreement
supersedes all prior understandings, negotiations and agreements relating to the
subject matter hereof.

                  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.
<PAGE>

                  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 shall 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 Stockholder,  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

                          /s/ Dwight Nelson
                          -----------------
                          Dwight Nelson