EXHIBIT 4.4



                                           REGISTRATION RIGHTS AGREEMENT

                 THIS  REGISTRATION   RIGHTS  AGREEMENT  (this  "Agreement')  is
entered  into as of this  17th day of  November,  1998,  by and  between  HAGLER
BAILLY,  INC.,  a  Delaware  corporation  ("HAGLER  BAILLY"),   the  undersigned
stockholders  of FIELDSTON  PUBLICATIONS,  INC., a Maryland  corporation and THE
FIELDSTON  COMPANY,  a District of Columbia  corporation ("TFC" and collectively
with  Fieldston   Publications,   Inc.,  the  "FIELDSTON   Companies")  and  TFC
(collectively the "FIELDSTON Stockholders").

                 WHEREAS,  on the date hereof,  the FIELDSTON  Stockholders have
become the owners of shares of HAGLER  BAILLY's,  common stock,  par value $0.01
per share ("HAGLER BAILLY Common Stock ");

                 WHEREAS,  as part of the  inducement  for the parties hereto to
enter into and perform the Acquisition Agreement (the "Acquisition  Agreement"),
dated as of November 17, 1998, the parties hereto have agreed to enter into this
Agreement in order to provide,  among other things, for certain registration and
"tag-along" rights;

                 NOW,  THEREFORE,  the parties hereto,  in  consideration of the
foregoing,  the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, agree as follows:

                 1. Term.  This Agreement  shall  terminate on the date on which
the Fieldston  Stockholders could sell all of their  Registerable  Securities to
the public in a single transaction  pursuant to the provisions of Rule 144 under
the Securities Act, provided, however, the indemnification provisions of Section
6 hereof shall survive the termination of this Agreement.

                 2.       Piggyback Registration Rights.

                  (a) If at any time or times HAGLER  BAILLY  proposes to make a
registered public offering of any of its securities (whether for its own account
or for the account of others) under the Securities  Act, HAGLER BAILLY shall (i)
promptly  give  written  notice  of the  proposed  registration  to  each of the
FIELDSTON  Stockholders  (such  notice to include  the  number of shares  HAGLER
BAILLY or other security  holders propose to register and, if known, the name of
the  proposed  underwriter)  and (ii) use its best  efforts  to  include in such
registration  (and any related  qualification  under Blue Sky laws and/or  other
compliance) all the  Registerable  Securities  specified in a written request or
requests made by any FIELDSTON  Stockholder  within 30 days after the receipt of
such  notice from  HAGLER  BAILLY (a  "Piggyback  Registration").  Such  written
request  may  specify  all  or a part  of a  holder's  Registerable  Securities,
provided,  however,  that (x) HAGLER  BAILLY  will not be  required  to effect a
Piggyback  Registration if it is registering  securities on Forms S-8 or S-4 (or
any successor forms) or another SEC registration form not suitable for inclusion
of shares of selling stockholders for offer to the public, and (y) HAGLER BAILLY
may withdraw any proposed registration statement or offering of securities under
this Section 2 at any time without  liability to any FIELDSTON  Stockholder,  in
which case HAGLER BAILLY will not be required to effect a registration.

                 (b) If a  Piggyback  Registration  is an  underwritten  primary
registration on behalf of HAGLER BAILLY,  and the managing  underwriter  advises
HAGLER BAILLY in writing that in the managing  underwriter's  opinion the number
of securities  requested to be included in such registration  exceeds the number
that can be sold in such offering without adversely  affecting the marketability
of the  offering,  HAGLER  BAILLY  shall  include in such  offering  first,  the
securities of HAGLER BAILLY proposed to be sold by HAGLER BAILLY and second, all
other   securities  held  by  security   holders,   including  the  Registerable
Securities,  requested to be included in such  registration by an other security
holders  (including  the FIELDSTON  Stockholders),  pro rata among such security
holders,  based upon the number of shares  requested  by each to be  included in
such  registration.  If a  Piggyback  Registration  is an  underwritten  primary
registration  on behalf of HAGLER  BAILLY,  the selling  FIELDSTON  Stockholders
agree to sell their HAGLER BAILLY Common Stock, if HAGLER BAILLY so requests, on
the same basis as the other securities  included in such  registration are being
sold and the underwriter or underwriters for such registration shall be selected
by HAGLER  BAILLY.  If a Piggyback  Registration  is an  underwritten  secondary
registration  on behalf of selling  stockholders,  and the managing  underwriter
advises HAGLER BAILLY in writing that in the managing  underwriter's opinion the
number of securities  requested to be included in such registration  exceeds the
number  that  can be sold in  such  offering  without  adversely  affecting  the
marketability of the offering, then HAGLER BAILLY shall include in such offering
first,  the securities of HAGLER BAILLY proposed to be sold by the  stockholders
requiring or demanding that HAGLER BAILLY effect such  registration  and second,
all other  securities  held by security  holders  (including  the  Registerable,
Securities)  requested to be included in such registration by all other security
holders (including the FIELDSTON Stockholders),  pro rata among all such selling
stockholders  and  other  security  holders,  based  upon the  number  of shares
requested by each to be included in such registration.


                 3.       Registration Procedures.

                 (a)  HAGLER   BAILLY  shall  have  no   obligation  to  include
Registerable  Securities  owned by the FIELDSTON  Stockholders in a registration
statement  for  a  Piggyback  Registration,   unless  and  until  the  FIELDSTON
Stockholders  have  furnished to HAGLER BAILLY all  information  and  statements
about or pertaining to the FIELDSTON  Stockholders in such reasonable detail and
on such timely basis as is reasonably deemed by HAGLER BAILLY to be necessary or
appropriate for the preparation of the registration statement.

                 (b) Whenever the FIELDSTON  Stockholders  have  requested  that
Registerable Securities be registered in a Piggyback Registration, HAGLER BAILLY
shall  keep each  FIELDSTON  Stockholder  promptly  advised in writing as to the
initiation of each registration,  the date of effectiveness of such registration
and as to the completion thereof As expeditiously as reasonably possible, HAGLER
BAILLY shall:

     (1) prepare and file with the SEC a registration  statement with respect to
     such  Registerable  Securities and use its reasonable best efforts (subject
     to Section 2(a)(y) with respect to a Piggyback  Registration) to cause such
     registration  statement to become effective  (provided that before filing a
     registration  statement or  prospectus  or any  amendments  or  supplements
     thereto,  HAGLER BAILLY will furnish to one counsel selected by the holders
     of a majority of the Registerable  Securities  covered by such registration
     statement  copies  of  all  such  documents  proposed  to be  filed,  which
     documents will be subject to the review of such counsel);

     (2) keep such  registration  statement  effective  for a period of not less
     than nine (9) months or until the FIELDSTON Stockholders have completed the
     distribution  described in such  registration  statement,  whichever occurs
     first,  and  amend  or  supplement  such  registration  statement  and  the
     prospectus  contained  therein from time to time to the extent necessary to
     comply with the  provisions  of the  Securities  Act and  applicable  state
     securities laws with respect to the  disposition of all securities  covered
     by such  registration  statement  during such period in accordance with the
     intended  methods of disposition  by the sellers  thereof set forth in such
     registration statement;

     (3)  furnish  to the  FIELDSTON  Stockholders  the number of copies of such
     registration   statement,   each  amendment  and  supplement  thereto,  the
     prospectus  contained  in  such  registration   statement  (including  each
     preliminary  prospectus),   and  such  other  documents  as  the  FIELDSTON
     Stockholders from time to time may reasonably request;

     (4) use its best efforts to register or qualify such shares under the state
     blue sky or  securities  ("Blue  Sky")  laws of such  jurisdictions  as any
     FIELDSTON Stockholder  reasonably requests, and to do any and an other acts
     and things that may be  reasonably  necessary  or  advisable  to enable the
     FIELDSTON Stockholders to consummate the disposition of such shares in such
     jurisdictions;  provided,  however, that HAGLER BAILLY will not be required
     to do any of the  following:  (i) qualify  generally  to do business in any
     jurisdiction  where it is not then so qualified or otherwise required to be
     so qualified but for this Section 3(b), or (ii) take any action which would
     subject it to the  service of process in actions  other than those  arising
     out of such registration;

     (5)  notify  the  FIELDSTON  Stockholders,  at any time  when a  prospectus
          relating to the  Registerable  Securities  is required to be delivered
          under the  Securities  Act, of the occurrence of any event as a result
          of which the prospectus  included in any such  registration  statement
          contains an untrue  statement  of a material  fact or omits to state a
          material fact  required to be stated  therein or necessary to make the
          statements therein in the light of the circumstances  under which they
          were made, not  misleading,  and promptly  prepare and furnish to such
          FIELDSTON  Stockholders a reasonable  number of copies of a supplement
          or  amendment  to the  prospectus  as may be  necessary  so  that,  as
          thereafter  delivered to the purchasers of such shares, the prospectus
          will not  contain an untrue  statement  of a material  fact or omit to
          state any fact required to be stated  therein or necessary to make the
          statements  therein,  in the light of the circumstances then existing,
          not misleading;

     (6) cause all such Registerable  Securities to be listed on each securities
     exchange  on which  similar  securities  issued by HAGLER  BAILLY  are then
     listed and, if not so listed,  to be listed on the National  Association of
     Securities Dealers ("NASD") Automated  Quotation  ("Nasdaq") system and, if
     listed on the Nasdaq  system,  use its  reasonable  best  efforts to secure
     designation   of  all  such   Registerable   Securities   covered  by  such
     registration statement as a Nasdaq "national market system security" within
     the meaning of Rule 11Aa2-1 of the SEC or,  failing  that, to secure Nasdaq
     authorization for such Registerable Securities;

     (7)  provide a  transfer  agent  and  registrar  for all such  Registerable
     Securities (if HAGLER BAILLY does not already have such an agent) not later
     than the effective date of such registration statement;

     (8) enter into such customary agreements (including underwriting agreements
     in  customary  form) and take all such other  actions  as the  holders of a
     majority of the Registerable Securities being sold or the underwriters,  if
     any,  reasonably request in order to expedite or facilitate the disposition
     of such Registerable Securities (including, without limitation, effecting a
     stock split or a combination of shares);

     (9) make  available all financial and other  records,  pertinent  corporate
     documents  and  properties of HAGLER  BAILLY for  inspection  by, and cause
     HAGLER BAILLY's officers, directors,  employees and independent accountants
     to  supply  all  information   reasonably   requested  by,  any  seller  of
     Registerable,  Securities, any underwriter participating in any disposition
     pursuant to such  registration  statement and any  attorney,  accountant or
     other agent retained by any such seller or  underwriter in connection  with
     such  registration  statement who executes any  reasonable  confidentiality
     agreement that may be reasonably requested by HAGLER BAILLY or who is bound
     by  fiduciary  duty  or   professional   responsibility   to  preserve  the
     confidentiality thereof,

     (10)  otherwise  use  its  reasonable  best  efforts  to  comply  with  all
     applicable  rules and  regulations  of the SEC,  and make  available to its
     security holders, as soon as reasonably practicable,  an earnings statement
     covering the period of at least 12 months  beginning  with the first day of
     HAGLER BAILLY's first full calendar quarter after the effective date of the
     registration   statement,   which  earnings  statement  shall  satisfy  the
     provisions of Section I 1(a) of the Securities Act and Rule 158 thereunder;
     and

     (11) use its reasonable best efforts to cause such Registerable  Securities
     covered by such registration statement to be registered with or approved by
     such other  governmental  agencies or  authorities  as may be  necessary to
     enable  the  sellers   thereof  to  consummate  the   disposition  of  such
     Registerable Securities.

                 4.       Holdback Agreements.

                 (a) Each holder of Registerable,  Securities who is included in
the Registration  Statement agrees not to effect any public sale or distribution
(including sales pursuant to Rule 144) of equity securities of HAGLER BAILLY, or
any  securities  convertible  into  or  exchangeable  or  exercisable  for  such
securities,  during the seven days prior to and the 90-day  period  beginning on
the effective date of any underwritten Piggyback Registration (except as part of
such underwritten registration), unless the underwriters managing the registered
public offering otherwise agree.

                 (b) HAGLER  BAILLY  agrees (i) not to effect any public sale or
distribution of its equity  securities,  or any securities  convertible  into or
exchangeable or exercisable for such securities,  during the seven days prior to
and during the 90-day period beginning on the effective date of any underwritten
Piggyback  Registration  (except as part of such  underwritten  registration  or
pursuant to registrations on Form S-8 or Form S-4 or any successor form), unless
the underwriters  managing the registered  public offering  otherwise agree, and
(ii) to use all reasonable  efforts to cause each Person that, during the 30-day
period prior to the effective date of such Piggyback Registration,  holds shares
of HAGLER BAILLY Common Stock (or securities  convertible into or exercisable or
exchangeable  for HAGLER BAILLY Common Stock)  received from HAGLER BAILLY in an
amount which, on a fully diluted basis, exceeds 1% of HAGLER BAILLY Common Stock
then  outstanding (on a fully diluted basis),  to agree not to effect any public
sale  or  distribution  (including  sales  pursuant  to Rule  144)  of any  such
securities during such period (except as part of such underwritten registration,
if otherwise permitted),  unless the underwriters managing the registered public
offering otherwise agree.

                  5.      Tag-Along Rights.

                 If at any time  HAGLER  BAILLY  arranges  for a sale of  HAGLER
BAILLY Common Stock by security holders in a private placement transaction, then
HAGLER  BAILLY  shall  provide  the  FIELDSTON  Stockholders  with  notice and a
reasonable  opportunity to participate in such intended sale on a pro rata basis
with the other selling security holders.

                 6.       Registration Expenses.

                 (a) If  Registerable  Securities are included in a registration
statement for a Piggyback Registration,  then each selling FIELDSTON Stockholder
shall pay all transfer  taxes, if any,  relating to the sale of its shares,  the
fees  and  expenses  of its  own  counsel,  and  its  pro  rata  portion  of any
underwriting discounts or commissions or the equivalent thereof.



                 (b) If  Registerable  Securities are included in a registration
statement  for a Piggyback  Registration,  then except for the fees and expenses
specified  in  Section  6(a)  hereof,  regardless  of whether  any  registration
statement becomes effective,  HAGLER BAILLY shall pay all expenses incident to a
Piggyback  Registration,   including,   without  limitation,  all  registration,
qualification  and filing fees,  fees and expenses of  compliance  with Blue Sky
laws,  underwriting  discounts,  fees,  and expenses  (other than the  FIELDSTON
Stockholders'  pro rata portion of any underwriting  discounts or commissions or
the equivalent thereof, printing expenses,  messenger and delivery expenses, and
fees and  expenses of counsel for HAGLER  BAILLY and all  independent  certified
public accountants and other persons retained by HAGLER BAILLY.

                 7.       Indemnification.

                  (a) HAGLER BAILLY agrees to indemnify, to the extent permitted
by law, each holder of  Registerable  Securities,  each Person who controls such
holder  (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) and their respective officers, directors, partners, employees,
agents and representatives, against all losses, claims, damages, liabilities and
expenses  ("Losses')  arising out of or based upon any untrue or alleged  untrue
statement of material fact contained in any registration statement,  prospectus,
or preliminary  prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made,  not  misleading,  except insofar as any such Losses arise
out of or are based upon (i) an untrue  statement or alleged untrue statement or
omission or alleged omission made in any registration statement,  prospectus, or
preliminary  prospectus  or any  amendment  thereof  or  supplement  thereto  in
reliance  upon and in  conformity  with  written  information  furnished by such
holder expressly for use therein or (ii) such holder's failure to deliver a copy
of any  registration  statement or prospectus or any  amendments or  supplements
thereto after HAGLER BAILLY has furnished  such holder with a sufficient  number
of copies of the same,  and except  insofar as any such untrue or alleged untrue
statement of material  fact or such  omission or alleged  omission of a material
fact is caused by or contained in any  prospectus  if such holder failed to send
or deliver a copy of any subsequent  prospectus or prospectus  supplement  which
would have corrected such untrue or alleged untrue statement of material fact or
such  omission  or  alleged  omission  of a  material  fact with or prior to the
delivery of written  confirmation of the sale by such holder after HAGLER BAILLY
has  furnished  such holder with a sufficient  number of copies of the same.  In
connection  with an  underwritten  offering,  HAGLER BAILLY will  indemnify such
underwriters,  each Person who controls such underwriters (within the meaning of
Section 15 of the  Securities  Act or Section 20 of the Exchange  Act) and their
respective officers, directors,  partners, employees, agents and representatives
to the same extent as provided above with respect to the  indemnification of the
holders of Registerable Securities.

                  (b) In  connection  with any  registration  statement in which
holders of  Registerable  Securities  are  participating,  each such holder will
furnish to HAGLER BAILLY in writing such  information  and  affidavits as HAGLER
BAILLY  reasonably  requests for use in  connection  with any such  registration
statement or  prospectus  and, to the extent  permitted by law,  will  indemnify
HAGLER  BAILLY,  each Person who controls  HAGLER BAILLY  (within the meaning of
Section 15 of the  Securities  Act or Section 20 of the Exchange  Act) and their
respective officers, directors,  partners, employees, agents and representatives
against  any Losses  arising  out of or based upon any untrue or alleged  untrue
statement  of  a  material  fact  contained  in  any   registration   statement,
prospectus,  or form of prospectus, or arising out of or based upon any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made,  not  misleading,  to the extent,  but only to the extent,
that such untrue or alleged  untrue  statement is contained in, or such omission
or alleged omission is required to be contained in, any information so furnished
in  writing  by  such  holder  to  HAGLER  BAILLY  expressly  for  use  in  such
registration  statement or  prospectus  and that such  statement or omission was
relied upon by HAGLER  BAILLY in  preparation  of such  registration  statement,
prospectus  or form of  prospectus;  provided,  however,  that  such  holder  of
Registerable  Securities shall not be liable in any such case to the extent that
the holder has  furnished in writing to HAGLER BAILLY prior to the filing of any
such  registration  statement or prospectus  or amendment or supplement  thereto
information  expressly for use in such  registration  statement or prospectus or
any  amendment or  supplement  thereto  which  corrected or made not  misleading
information  previously  furnished to HAGLER BAILLY, and HAGLER BAILLY failed to
include such information therein. In no event shall the liability of any selling
holder of Registerable Securities hereunder be greater in amount than the dollar
amount of the proceeds (net of payment of all expenses)  received by such holder
upon the sale of the Registerable Securities giving rise to such indemnification
obligation.  Such indemnity shall remain in full force and effect  regardless of
any investigation made by or on behalf of such indemnified party.

                  (c) If any Person  shall be entitled to  indemnity  hereunder,
such  indemnified  party shall give prompt  notice to the party or parties  from
which  such  indemnity  is  sought  of the  commencement  of any  action,  suit,
proceeding  or  investigation  or written  threat  thereof  ("Proceeding")  with
respect to which such indemnified  party seeks  indemnification  or contribution
pursuant  hereto;  provided,   however,  that  the  failure  to  so  notify  the
indemnifying  parties  shall  not  relieve  the  indemnifying  parties  from any
obligation  or liability  hereunder  except to the extent that the  indemnifying
parties have been  prejudiced by such failure.  The  indemnifying  parties shall
have the right,  exercisable by giving  written  notice to an indemnified  party
promptly after the receipt of written notice from such indemnified party of such
Proceeding,  to assume, at the indemnifying parties' expense, the defense of any
such Proceeding, with counsel reasonably satisfactory to such indemnified party;
provided,  however that an  indemnified  party or parties (if more than one such
indemnified  party is named in any  Proceeding)  shall  have the right to employ
separate  counsel  in any such  Proceeding  and to  participate  in the  defense
thereof,  but the fees and expenses of such  counsel  shall be at the expense of
such indemnified party or parties unless the parties to such Proceeding  include
both the indemnified party or parties and the indemnifying party or parties, and
there exists, in the opinion of the parties' counsel,  a conflict between one or
more indemnifying parties and one or more indemnified parties, in which case the
indemnifying  parties  shall,  in  connection  with any one such  Proceeding  or
separate  but  substantially   similar  or  related   Proceedings  in  the  same
jurisdiction,  arising out of the same general allegations or circumstances,  be
liable for the fees and expenses of not more than one separate firm of attorneys
(together with appropriate local counsel) at any time for such indemnified party
or parties. If an indemnifying party assumes the defense of such Proceeding, the
indemnifying  parties will not be subject to any  liability  for any  settlement
made by the indemnified  party without its or their consent (such consent not to
be unreasonably withheld).

                  (d) If the  indemnification  provided for in this Section 7 is
unavailable to an indemnified  party or is insufficient to hold such indemnified
party harmless for any Losses in respect of which this Section 7 would otherwise
apply  by its  terms,  then  each  applicable  indemnifying  party,  in  lieu of
indemnifying such indemnified  party,  shall have a joint and several obligation
to  contribute  to the amount  paid or payable  by such  indemnified  party as a
result of such  Losses,  in such  proportion  as is  appropriate  to reflect the
relative fault of the indemnifying  party, on the one hand, and such indemnified
party,  on the  other  hand,  in  connection  with the  actions,  statements  or
omissions that resulted in such Losses as well as any other  relevant  equitable
considerations.  The relative fault of such indemnifying party, on the one hand,
and indemnified  party, on the other hand,  shall be determined by reference to,
among other  things,  whether any action in  question,  including  any untrue or
alleged untrue  statement of a material fact or omission or alleged  omission to
state a material fact, has been taken by, or relates to information supplied by,
such indemnifying  party or indemnified party, and the parties' relative intent,
knowledge,  access to information and opportunity to correct or prevent any such
action, statement or omission. The amount paid or payable by a party as a result
of any  Losses  shall be deemed to include  any legal or other fees or  expenses
incurred by such party in  connection  with any  Proceeding,  to the extent such
party would have been  indemnified  for such expenses  under Section 7(c) if the
indemnification  provided  for in  Section  7(a) or 7(b) was  available  to such
party.  The  parties  hereto  agree that it would not be just and  equitable  if
contribution  pursuant  to  this  Section  7(d)  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.
Notwithstanding  the provision of this Section 7(d), an indemnifying  party that
is a  selling  holder  of  Registerable  Securities  shall  not be  required  to
contribute any amount in excess of the amount by which the net proceeds received
by  such  indemnifying  party  exceeds  the  amount  of any  damages  that  such
indemnifying  party has otherwise been required to pay by reasons of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any Person who was not
guilty of such fraudulent misrepresentation.

                  8.   Information  by  Holder.   Each  holder  of  Registerable
Securities  shall furnish to HAGLER BAILLY and to the managing  underwriter such
information  regarding such holder and the distribution  proposed by such holder
as HAGLER BAILLY or the managing  underwriter may reasonably  request in writing
and as  shall be  reasonably  required  in  connection  with  any  registration,
qualification or compliance referred to in Section 3.

                  9. Rule 144  Reporting.  With a view to making  available  the
benefits of certain rules and  regulations  of the SEC which may permit the sale
of restricted  securities (as that term is defined in Rule  144(a)(3)  under the
Securities  Act and any  successor  provision  thereto)  to the  public  without
registration, HAGLER BAILLY agrees to:

                  (a) use its  best  efforts  to file  with  the SEC in a timely
manner all  reports and other  documents  required  of HAGLER  BAILLY  under the
Securities Act and the Exchange Act or necessary to satisfy the  requirements of
Rule 144(c) under the Securities Act and any successor provision thereto; and

                  (b) so long as any holder of Registerable  Securities owns any
restricted  securities,  furnish to such holder upon request a written statement
by HAGLER BAILLY as to its  compliance  with the reporting  requirements  of the
Securities  Act and the  Exchange  Act,  a copy of the  most  recent  annual  or
quarterly report of HAGLER BAILLY, and such other reports and documents so filed
as a holder may reasonably  request in availing itself of any rule or regulation
of  the  SEC  allowing  such  holder  to  sell  any  such   securities   without
registration.

                 10.  Definitions.  The following terms shall have the following
meanings for purposes of this Agreement:

                 "Affiliate"  means,  with  respect to a specified  Person,  any
Person directly or indirectly through.  one or more intermediaries  controlling,
controlled by or under common control with such Person.

                 "Exchange  Act" means the  Securities  Exchange Act of 1934, as
amended from time to time.

                 "FIELDSTON  Stockholders"  means  all  of the  stockholders  of
FIELDSTON who have signed this Agreement and any successor or permitted assignee
of any of their rights hereunder that holds Registerable Securities.

                 "Person" means an individual, a partnership,  a corporation,  a
limited liability  company,  an association,  a joint stock company,  a trust, a
joint venture,  an unincorporated  organization and a governmental entity or any
department, agency or political subdivision thereof

                 "Registerable  Securities"  means all  shares of HAGLER  BAILLY
Common Stock held at the relevant time by a FIELDSTON Stockholder, and any other
issued or issuable  shares of HAGLER  BAILLY  Common Stock issued in  connection
with the Acquisition  Agreement held by a FIELDSTON  Stockholder at the relevant
time, either at the time of initial issuance or subsequently,  by way of a stock
dividend  or  stock  split  or in  connection  with  a  combination  of  shares,
recapitalization,  merger,  consolidation  or  other  reorganization.  As to any
particular   Registerable,   Securities,   such  securities  will  cease  to  be
Registerable  Securities  when they have been  transferred in a public  offering
registered  under the Securities Act or in a sale made through a broker,  dealer
or  market-maker  pursuant to Rule 144 under the Securities Act. For purposes of
this  Agreement,  a  FIELDSTON  Stockholder  will be  deemed  to be a holder  of
Registerable  Securities  whenever such FIELDSTON  Stockholder  has the right to
acquire directly or indirectly such Registerable  Securities (upon conversion or
exercise  in  connection  with  a  transfer  of  securities  or  otherwise,  but
disregarding  any  restrictions or limitations upon the exercise of such right),
whether or not such acquisition has actually been effected.

                 "Securities  Act" means the  Securities Act of 1933, as amended
from time to time.

                 "SEC" means the Securities and Exchange Commission.

                 11.  Amendments and Waivers.  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 without the written  consent of HAGLER BAILLY and the FIELDSTON
Stockholders  holding  a  majority  in amount  of the  outstanding  Registerable
Securities.

                 12. Notices. All notices,  requests, claims, demands, and other
communications  under this  Agreement  shall be in  writing  and shall be deemed
given if  delivered  personally,  telecopied  (which  is  confirmed)  or sent by
overnight courier  (providing proof of delivery) to the parties at the following
addresses  (or at such other  address for a party as shall be  specified by like
notice):

                          (i)     if to HAGLER BAILLY, to

                                  Hagler Bailly, Inc.
                                  1530 Wilson Boulevard
                                  Arlington, Virginia 22209
                                  Telecopier No.: (703) 528-8573
                                  Attention: Stephen V.R. Whitman, Esq.
                          with a copy to:

                                  Hogan & Hartson L.L.P.
                                  555 Thirteenth Street, N.W.
                                  Washington, D.C. 20004
                                  Telecopier No.: (202) 637-5910
                                  Attention: David B.H. Martin, Jr., Esq.

                          (ii)    if to a FIELDSTON Stockholder, to

                                  Such   Stockholder's   address  or  telecopier
                                  number as set  forth on  Schedule  I  attached
                                  hereto.

                         with a copy to:

                                  Hunton & Williams
                                  1751 Pinnacle Drive, Suite 1700
                                  McLean, Virginia 22201
                                  Telecopier No.: (703) 714-7410
                                  Attention: Michael R. Lincoln, Esq.

                 All such  notices  and  communications  shall be deemed to have
been duly given: at the time delivered by hand, if personally  delivered;  three
(3) business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged,  if telecopied; or
at the time  delivered,  if delivered by an air courier  guaranteeing  overnight
delivery.

                  13.  Other  Registration  Rights.  Except as  provided in this
Agreement,  HAGLER  BAILLY  will not grant to any  Persons  the right to request
HAGLER  BAILLY to  register  any  equity  securities  of HAGLER  BAILLY,  or any
securities  convertible or exchangeable into or exercisable for such securities,
which are  materially  more favorable to such Persons than the rights granted to
the holders of  Registerable  Securities  hereunder  without  the prior  written
consent of the  holders of at least a majority of the  Registerable  Securities,
unless HAGLER BAILLY agrees to amend this Agreement to grant such more favorable
rights to the holders of Registerable Securities,  in lieu of the rights granted
hereunder.

                  14. Transfer of Registration Rights. Successors and Assigns. A
FIELDSTON Stockholder may not transfer or assign its rights hereunder,  in whole
or in part, to a purchaser or other  transferee of its  Registerable  Securities
without  the prior  approval  of HAGLER  BAILLY,  except  to an  Affiliate  of a
FIELDSTON Stockholder.

                  15. Successors. and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties,  including,  without limitation and without the need for an express
assignment,   Affiliates  of  the  FIELDSTON  Stockholders.   If  any  FIELDSTON
Stockholder shall acquire  Registerable  Securities,  in any manner,  whether by
operation  of law or  otherwise,  such  Registerable  Securities  shall  be held
subject to all of the terms of this  Agreement,  and by taking and holding  such
Registerable  Securities  such Person  shall be entitled to receive the benefits
hereof and shall be conclusively deemed to have agreed to be bound by all of the
terms and provisions hereof.

                  16.  Severability.  Whenever possible,  each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Agreement is held to be prohibited
by or invalid under  applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

                  17. Counterparts. This Agreement may be executed in any number
of  counterparts  and by the parties  hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  18.   Headings.   The  headings  in  this  Agreement  are  for
convenience  reference only and shall not limit or otherwise  affect the meaning
hereof.

                  19 Governing  Law.  This  Agreement  shall be governed by, and
         construed  in  accordance  with,  the laws of the  State  of  Delaware,
         without giving effect to the conflicts of laws provisions thereof.

                  20. Specific Performance.  The parties hereto acknowledge that
there  would be no  adequate  remedy at law if any party falls to perform any of
its obligations hereunder, and accordingly agree that each party, in addition to
any  other  remedy to which it may be  entitled  at law or in  equity,  shall be
entitled to compel  specific  performance of the  obligations of any other party
under  this  Agreement  in  accordance  with the  terms and  conditions  of this
Agreement  in any  court  of the  United  States  or any  State  thereof  having
jurisdiction.

                 21. Entire Agreement. This Agreement is intended by the parties
as a final  expression  or their  agreement  and  intended to be a complete  and
exclusive  statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained  herein.  This Agreement  supersedes all
prior  agreements  and  understandings  between the parties with respect to such
subject matter.

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<PAGE>


IN WITNESS  WHEREOF,  each of the parties hereto has executed this  Registration
Rights  Agreement,  or caused  this  Registration  Rights  Agreement  to be duly
executed on its behalf, as of the date first written above.

HAGLER BAILLY, INC.

By: /s/ Stephen V.R. Whitman
Name: Stephen V.R. Whitman
Title: Senior Vice President and
          General Counsel

By: /s/ James N. Heller
Name: James N. Heller

By: /s/ Debbie G.Heller
Name: Debbie Heller

THE FIELDSTON COMPANY

By: /s/ James N. Heller
Name: James N. Heller
Title: President



<PAGE>


                                                    Schedule I

James N. Heller
4803 Falstone Avenue
Chevy Chase, Maryland 20815
Telecopler No. (301) 718-1878

Debbie Heller
4803 Falstone Avenue
Chevy Chase, Maryland 20815
Telecopier No. (301) 718-1878

The Fieldston Company
1800 Massachusetts Avenue, Suite 500, N.W.
Washington, D.C. 20036
Telecopier No. (202) 872-8045