EXHIBIT 4.3




                                           REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is entered into
this 23rd day of February,  1998, by and between HAGLER BAILLY, INC., a Delaware
corporation  (the  "Acquiror"),  and  Michael J.  Beck,  acting by virtue of the
Merger  Agreement  (as  hereinafter   defined)  as  the   attorney-in-fact   and
representative  (the  "Stockholders'  Representative")  of the stockholders (the
"Company  Stockholders")  of TB&A  Group,  Inc.,  a  Delaware  corporation  (the
"Company").

         WHEREAS, on or about the date hereof, the Company  Stockholders have or
will have  become the owners of shares of  Acquiror's  common  stock,  par value
$0.01 per share ("Acquiror Common Stock");

         WHEREAS, as part of the inducement for the parties hereto to enter into
and perform the Agreement and Plan of Merger (the "Merger Agreement"),  dated as
of  January  ___,  1998,  the  parties  hereto  have  agreed to enter  into this
Agreement  in order to provide,  among other  things,  for certain  registration
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 Company
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 Acquiror  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,  Acquiror shall (i) promptly give
written notice of the proposed  registration to each of the Company Stockholders
(such  notice to  include  the number of shares  the  Company 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  Company
Stockholder  within 30 days after the receipt of such notice from the Company (a
"Piggyback  Registration").  Such written request may specify all or a part of a
holder's Registerable Securities,  provided, however, that (x) Acquiror 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 other SEC registration  form not
suitable  for  inclusion  of shares  of  selling  stockholders  for offer to the
public,  and (y) Acquiror may  withdraw any proposed  registration  statement or
offering of securities under this Section 2 at any time without liability to any
Company  Stockholder,  in which case  Acquiror  will not be required to effect a
registration.

     (b) If a Piggyback  Registration is an underwritten primary registration on
behalf of Acquiror,  and the managing  underwriter  advises  Acquiror 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, Acquiror
shall include in such offering first, the securities of Acquiror  proposed to be
sold by Acquiror  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 Company Stockholders),
pro rata among such security holders,  based upon the number of shares requested
by each to be  included  in  such  registration.  In  addition,  if a  Piggyback
Registration is an underwritten primary registration on behalf of Acquiror,  the
selling  Company  Stockholders  agree to sell their  Acquiror  Common Stock,  if
Acquiror 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 Acquiror.  If a Piggyback  Registration is an
underwritten secondary  registration on behalf of selling stockholders,  and the
managing   underwriter   advises  Acquiror  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 Acquiror  shall
include in such offering first,  the securities of Acquiror  proposed to be sold
by  the   stockholders   requiring  or  demanding  that  Acquiror   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 Company Stockholders),
pro rata among such security holders,  based upon the number of shares requested
by each to be included in such registration.

                           3.       Registration Procedures.

     (a) The Company shall have no obligation to include Registerable Securities
owned by the Company  Stockholders  in a registration  statement for a Piggyback
Registration,  unless  and until the  Company  Stockholders  have  furnished  to
Acquiror all  information  and  statements  about or  pertaining  to the Company
Stockholders in such reasonable detail and on such timely basis as is reasonably
deemed by Acquiror to be necessary or  appropriate  for the  preparation  of the
registration statement.
     (b) Whenever the Company  Stockholders  have  requested  that  Registerable
Securities be registered in a Piggyback  Registration,  Acquiror shall keep each
Company Stockholder advised in writing as to the initiation of each registration
and as to the  completion  thereof.  As  expeditiously  as reasonably  possible,
Acquiror
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),  to cause  such  registration  statement  to become  effective
(provided  that before  filing a  registration  statement or  prospectus  or any
amendments or supplements thereto, Acquiror 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  months  or  until  the  Company   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  Company  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 Company  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 Company
Stockholder  reasonably  requests,  and to do any and all other  acts and things
that may be reasonably necessary or advisable to enable the Company Stockholders
to consummate the  disposition of such shares in such  jurisdictions;  provided,
however,  that  Acquiror  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 Company 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 prepare and furnish to such Company
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 Acquiror 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 Acquiror 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 Acquiror for  inspection  by, and cause  Acquiror'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  Acquiror  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 Acquiror's  first
full calendar  quarter after the effective date of the  registration  statement,
which  earnings  statement  shall satisfy the provisions of Section 11(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 Acquiror,  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) The Acquiror  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 Acquiror  Common Stock (or  securities  convertible  into or  exercisable  or
exchangeable  for Acquiror  Common  Stock)  received  from Acquiror in an amount
which,  on a fully  diluted  basis,  exceeds 1% of  Acquiror  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.       Registration Expenses.

     (a) If Registerable Securities are included in a registration statement for
a Piggyback  Registration,  then each selling Company  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  5(a)  hereof  and  except  as  provided  below  in this  Section  5(b),
regardless of whether any registration  statement  becomes  effective,  Acquiror
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  Company  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 Acquiror
and all independent  certified public  accountants and other persons retained by
Acquiror.

                           6.       Indemnification.

     (a) The Acquiror 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 the same are caused by
or contained in any information  furnished in writing to Acquiror by such holder
expressly for use therein or by such  holder's  failure to deliver a copy of the
registration  statement or prospectus or any amendments or  supplements  thereto
after Acquiror has furnished  such holder with a sufficient  number of copies of
the same and  except  insofar  as the same are  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  Acquiror has furnished  such holder with a sufficient
number of  copies of the same.  In  connection  with an  underwritten  offering,
Acquiror  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
Acquiror in writing  such  information  and  affidavits  as Acquiror  reasonably
requests  for  use  in  connection  with  any  such  registration  statement  or
prospectus and, to the extent  permitted by law, will indemnify  Acquiror,  each
Person who controls Acquiror (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 Acquiror expressly
for use in such registration  statement or prospectus and that such statement or
omission  was  relied  upon by  Acquiror  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 the Company  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 Acquiror,  and Acquiror  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 6 is unavailable to
     an indemnified  party or is  insufficient  to hold such  indemnified  party
     harmless for any Losses in respect of which this Section 6 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 6(c)
     if the  indemnification  provided for in Section 6(a) or 6(b) was available
     to such  party.  The  parties  hereto  agree  that it would not be just and
     equitable if contribution  pursuant to this Section 6(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 6(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.

     7.  Information by Holder.  Each holder of  Registerable  Securities  shall
     furnish to the Acquiror and to the managing  underwriter  such  information
     regarding such holder and the  distribution  proposed by such holder as the
     Acquiror 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.

     8. 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) to the public without registration, Acquiror agrees to :

     (a) use its  best  efforts  to file  with the SEC in a  timely  manner  all
     reports and other  documents  required of the Company under the  Securities
     Act and the Exchange Act; and

     (b) so long as any holder of  Registerable  Securities  owns any restricted
     securities,  furnish to such holder upon request a written statement by the
     Acquiror  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 the Acquiror,  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.

     9.  Representations  and  Warranties  of  Acquiror.   The  Acquiror  hereby
     represents and warrants to the Company Stockholders, as of the date hereof,
     as follows:

     (a) Acquiror has the necessary  corporate power and authority to enter into
     this Agreement,  to perform its obligations hereunder and to consummate the
     transactions  contemplated  hereby.  The  execution  and  delivery  of this
     Agreement by Acquiror and the  consummation by Acquiror of the transactions
     contemplated  hereby have been duly and validly authorized by all necessary
     corporate action and no other corporate proceedings on the part of Acquiror
     are necessary to authorize this Agreement or to consummate the transactions
     contemplated  hereby.  This Agreement have been duly executed and delivered
     by Acquiror and, assuming the due authorization,  execution and delivery by
     the Company  Stockholders,  constitute legal, valid and binding obligations
     of Acquiror,  enforceable  in accordance  with their terms,  except as such
     enforceability  may be limited by bankruptcy,  insolvency,  reorganization,
     moratorium and other similar laws of general  applicability  relating to or
     affecting  creditors'  rights  generally and by the  application of general
     principles of equity.

     (b) The  execution  and delivery of this  Agreement by Acquiror do not, and
     the  performance by Acquiror of its  obligations  under this Agreement will
     not, (i)  conflict  with or violate the  certificate  of  incorporation  or
     bylaws  of  Acquiror,  (ii)  conflict  with or  violate  any law,  statute,
     ordinance, rule, regulation,  order, judgment or decree whether national or
     foreign,  applicable  to  Acquiror or its assets and  properties,  or (iii)
     result in any  breach of or  constitute  a  default  under any note,  bond,
     mortgage, indenture, contract, agreement, lease, license, permit, franchise
     or other  instrument or obligation to which Acquiror is a party or by which
     Acquiror is bound, or by which any of its properties or Assets is subject.

     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  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.

"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 Acquiror Common Stock held at the
relevant time by a Company Stockholder,  and any other issued or issuable shares
of Acquiror  Common Stock issued in connection with the Merger held by a Company
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 Company  Stockholder  will be deemed to be a
holder of  Registerable  Securities  whenever such Company  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.

"Company  Stockholders"  means all of the  stockholders of the Company listed on
Schedule 1 hereto and any successor or permitted assignee of any of their rights
hereunder that holds Registerable Securities.

     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 Acquiror and the Company  Stockholders
     holding a majority in amount of the outstanding Registerable Securities.

     12. Notices. All notices and other communications provided for or permitted
     hereunder shall be made in writing by hand-delivery, registered first-class
     mail, telex,  telecopier,  or any courier guaranteeing  overnight delivery,
     addressed as follows:



         (i)      if to Acquiror:
                           Hagler Bailly, Inc.
                           1530 Wilson Boulevard
                           Arlington, Virginia  22209
                           Telecopier No.:  (703) 528-8573
                           Attention:  Stephen V.R. Whitman, Esq.
                           With a copy (which shall not constitute notice) 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 the Stockholders' Representative:
                           Michael J. Beck
                           111 Rockingham Road
                           Cherry Hill, New Jersey  08034
                           Telecopier No.:  (   ) _________
                           Attention:  __________________

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,
     Acquiror  will not grant to any  Persons  the right to request  Acquiror to
     register  any  equity   securities  of  the  Company,   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  Acquiror  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 Company
     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 the  Acquiror,  except to an  Affiliate of a
     Company 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  Company  Stockholders.  If  any  Company
     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  fails 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.


<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/ Henri-Claude Bailly
                            Name: Henri-Claude Bailly
                  Title: President and Chief Executive Officer



                          STOCKHOLDERS' REPRESENTATIVE

                             By: /s/ Michael J. Beck
                              Name: Michael J. Beck