THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT") NOR IS SUCH REGISTRATION  CONTEMPLATED.  SUCH SECURITIES MAY NOT BE SOLD,
PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED AT  ANY TIME WHATSOEVER  UNLESS
REGISTERED)  UNDER THE ACT AND APPLICABLE  STATE SECURITIES LAWS OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE,  EXCEPT UPON DELIVERY  TO THE COMPANY OF AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
FOR SUCH TRANSFER OR THE  SUBMISSION  TO THE COMPANY OF SUCH  OTHER  EVIDENCE AS
MAY BE  SATISFACTORY  TO IT AND TO ITS  COUNSEL  TO THE  EFFECT  THAT  ANY  SUCH
TRANSFER  WILL NOT BE IN VIOLATION OF THE ACT, OR  APPLICABLE  STATE  SECURITIES
LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

Warrant No. PA-2                                             Warrant to Purchase
                                                 77,900  Shares of Common  Stock
                                                             As Herein Described


                       WARRANT TO PURCHASE COMMON STOCK OF
                          CATEGORY 5 TECHNOLOGIES, INC.

         This is to certify that, for value received, TN Capital Equities, Ltd.,
or its  successors and assigns  (in each case,  the  "Holder"),  is  entitled to
purchase,  subject to the  provisions  of this  warrant  (the  "Warrant"),  from
Category 5 Technologies, Inc., a Nevada corporation (the "Company"), at any time
during the period  from the date  hereof (the  "Commencement  Date")  until 5:00
p.m.,  Pacific time on November 21, 2006 (the "Expiration  Date"), at which time
this Warrant shall expire and become void,  SEVENTY-SEVEN  THOUSAND NINE HUNDRED
(77,900) shares  ("Warrant  Shares") of the Company's Common Stock, no par value
(the "Common Stock") at a price of $1.69 per share (the "Exercise  Price").  The
number of shares of Common  Stock to be received  upon  exercise of this Warrant
shall be adjusted  from time to time as set forth  below.  This  Warrant also is
subject to the following terms and conditions:

         1.  Exercise  of  Warrant;  Cashless  Exercise.  This  Warrant  may  be
exercised  in full at any time from and after the date  hereof  and  before  the
Expiration  Date,  but if such  date is a  holiday  on  which  federal  or state
chartered  banking  institutions  located in the State of Utah are authorized to
close,  then on the next  succeeding  day  which  shall  not be such a  holiday.
Exercise shall be by presentation  and surrender to the Company at its principal
office, or at the office of any transfer agent designated by the Company, of (i)
this Warrant,  (ii) the attached  exercise form properly  executed,  and (iii) a
check for the Exercise Price for the number of Warrant  Shares  specified in the
exercise form.  Notwithstanding  any provisions  herein to the contrary,  if the
Market  Price Per Share (as  defined  in  Section 3 below) is  greater  than the
Exercise Price (as adjusted to the last trading day prior to the exercise date),
in lieu of  exercising  this  Warrant for cash,  the Holder may elect to receive
full shares  equal to the value (as  determined  below) of this  Warrant (or the
portion  thereof  being  canceled) by surrender of this Warrant at the principal

                                       1
<PAGE>

office of the Company  together with a written  notice of such election in which
event the Company  shall issue to the Holder a number of shares of Common  Stock
computed using the following formula:

            X = Y (A-B) A
                --------

            Where:          X=       the number of shares of Common Stock to be
                                     issued to the Holder
                            Y=       the number of shares of Common Stock
                                     purchasable under the Warrant or, if only a
                                     portion of the Warrant is being exercised,
                                     the portion of the Warrant being canceled
                            A=       the Market Price Per Share (as defined in
                                     Section 3 below)
                            B=       Exercise Price (as adjusted to the last
                                     trading day prior to the exercise date)

         If this Warrant is exercised in part only,  the Company or its transfer
agent shall,  upon  surrender of the Warrant,  execute and deliver a new Warrant
evidencing the rights of the Holder to purchase the remaining  number of Warrant
Shares  purchasable  hereunder.  Upon  receipt by the Company of this Warrant in
proper form for exercise,  accompanied by payment as aforesaid, the Holder shall
be deemed to be the  holder of record of the  Common  Stock  issuable  upon such
exercise,  notwithstanding  that the stock  transfer  books of the Company shall
then be closed or that  certificates  representing such Warrant Shares shall not
then be actually delivered to the Holder.

         2.  Reservation of Shares.  The Company  shall,  at all times until the
expiration of this  Warrant,  reserve for issuance and delivery upon exercise of
this  Warrant the number of Warrant  Shares which shall be required for issuance
and delivery  upon  exercise of this  Warrant.  The Company  covenants  that the
shares of Common  Stock  issuable on  exercise of the Warrant  shall be duly and
validly issued and fully paid and non-assessable and free of liens,  charges and
all taxes with respect to the issue thereof.

         3.  Fractional  Interests.  The Company shall not issue any  fractional
shares or scrip representing  fractional shares upon the exercise or exchange of
this  Warrant.  With  respect  to any  fraction  of a share  resulting  from the
exercise or exchange  hereof,  the Company  shall pay to the Holder an amount in
cash equal to such  fraction  multiplied  by the current  fair market  value per
share of Common Stock  (herein,  the "Market  Price Per Share"),  determined  as
follows:

              3.1 If  the  Common  Stock  is  listed  on a  national  securities
exchange or admitted to unlisted  trading  privileges  on such an exchange,  the
current  fair market value shall be the last  reported  sale price of the Common
Stock on such exchange on the last business day prior to the date of exercise of
this  Warrant,  or if no such sale is made on such day,  the mean of the closing
bid and asked prices for such day on such exchange;

              3.2 If the Common  Stock is not so listed or  admitted to unlisted
trading  privileges  and bid and asked prices are not so  reported,  the current
fair market  value shall be  determined  by a written  appraisal  prepared by an
appraiser  acceptable to the Company and the Holder of the Warrants evidencing a
majority in number of the total number of Warrant Shares at the time purchasable
upon the  exercise of all then  outstanding  Warrants.  The current  fair market

                                       2
<PAGE>

value is  defined  for  purposes  of this  Section  3.2 as the price in a single
transaction  determined on a going-concen basis that would be agreed upon by the
most likely  hypothetical  buyer for a 100%  controlling  interest in the equity
capital of the Company (on a fully diluted basis including any fractional shares
and assuming the exercise in full of all then outstanding  options,  warrants or
otherwise  purchased shares of Common Stock that are then currently  exercisable
at exercise prices less  than the  Market Price Per Share), each extending for a
period of time  considered  sufficient  by all parties to effect the transfer of
goodwill  from the  Seller to the  Buyer  and  disregarding  any  discounts  for
non-marketability  of Common Stock of the Company. In the event that the Company
and said  Holders  cannot,  in good  faith,  agree upon an  appraiser,  then the
Company, on the one hand, and said Holders, on the other hand, shall each select
an appraiser,  the two  appraisers so selected shall select a Bird appraiser who
shall be directed to prepare such a written  appraisal (the "Appraisal") and the
term current fair market value shall mean the  appraised  value set forth in the
Appraisal  prepared in accordance with this definition.  Except as otherwise set
forth  herein,  the entire cost of the  Appraisal  process shall be borne by the
Company,  but the cost thereof shall be deemed an account payable of the Company
and shall be considered in the determination of the appraised value.

         4. No Rights as Stockholder.  This Warrant shall not entitle the Holder
to any rights as a stockholder of the Company,  either art law or in equity. The
rights of the Holder are limited to those expressed in this Warrant.

         5. Adjustments.

              5.1  Subdivision  or  Combination  of  Shares.  If the  Company is
recapitalized  through the subdivision or combination of its outstanding  shares
of Common Stock into a larger or smaller number of shares, the number of Warrant
Shares  shall  be  increased  or  reduced,  as  of  the  record  date  for  such
recapitalization,  in the same  proportion  as the  increase  or decrease in the
outstanding  shares of Common Stock and the Exercise  Price shall be adjusted so
that the aggregate  amount payable for the purchase of all of the Warrant Shares
issuable hereunder  immediately after the record date for such  recapitalization
shall equal the aggregate amount so payable immediately before such record date.

              5.2  Dividends  in Common  Stock or  Securities  Convertible  into
Common Stock. If the Company declares a dividend or distribution on Common Stock
payable in Common Stock or securities  convertible  into Common Stock the number
of shares of Common  Stock for which  this  Warrant  may be  exercised  shall be
increased,  as of the record date for determining  which holders of Common Stock
shall be entitled to receive such dividend, in proportion to the increase in the
number  of  outstanding  shares  (and  shares  of  Common  Stock  issuable  upon
conversion of all such securities convertible into Common Stock) of Common Stock
as a result of such dividend or  distribution,  and the Exercise  Price shall be
adjusted  so that the  aggregate  amount  payable  for the  purchase  of all the
Warrant Shares  issuable  hereunder  immediately  after the record date for such
dividend or distribution shall equal the aggregate amount so payable immediately
before such record date.

              5.3 Distributions of Other Securities or Property.

                     (a) Other Securities. If the Company distributes to holders
of its Common Stock other than as part of its  dissolution or liquidation or the
winding up of its  affairs,  any of its  securities  (other than Common Stock or
securities convertible into Common Stock) or any evidence of indebtedness, then
in each case, the number of Warrant Shares thereafter  purchasable upon exercise
of this Warrant shall be determined by multiplying  the number of Warrant Shares


                                       3
<PAGE>

theretofore  purchasable by a fraction, of which the numerator shall be the then
Market Price Per Share of Common Stock (as determined  pursuant to Section 3) on
the  record  date  mentioned  below in this  Section  5.3(a),  and of which  the
denominator  shall be the then  Market  Price Per Share of Common  Stock on such
record date,  less the then fair value (as determined  pursuant to Section 3) of
the  portion  of the  shares of the  Company's  capital  stock or  evidences  of
indebtedness  distributable  with  respect to each share of Common  Stock.  Such
adjustment  shall be made  whenever  any such  distribution  is made,  and shall
become effective  retroactively  as of the record date for the  detc~nination of
stockholders entitled to receive such distribution.

                     (b) Property.  If the Company distributes to the holders of
its Common Stock,  other than as a part of its dissolution or liquidation or the
winding up of its affairs,  any of its assets  (including  cash),  the :Exercise
Price per  Warrant  Share shall be  reduced,  without any further  action by the
parties hereto, by the Per Share Value (as hereinafter  defined) of the dividend
or distribution.  For the purposes of this Section 5.3(b), the "Per Share Value"
of any  dividend  or  distribution  other  than cash  shall be equal to the fair
market value of such non-cash  distribution  on each share of Common  Stock as
determined in good faith by the Board of Directors of the Company; for dividends
or  distributions  of  cash,  the Per  Share  Value  thereof  shall  be the cash
distributed per share of Common Stock.

              5.4 Merger,  Sale of Assets. If at any time while this Warrant, or
any  portion  thereof,  is  outstanding  and  unexpired  there  shall  be  (i) a
reorganization  (other  than  a  combination,   reclassification,   exchange  or
subdivision  of  shares  otherwise  provided  for  he  Bin),  (ii) a  merger  or
consolidation  of the  Company  with or into  another  corporation  in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving  entity but the shares of the  Company's  capital stock
outstanding  immediately  prior to the  merger  are  converted  by virtue of the
merger  into  other  property,  whether  in the  form of  securities,  cash,  or
otherwise,  or (iii) a sale or transfer of the Company's  properties  and assets
as, or  substantially  as, an entirety to any other  person,  then, as a part of
such reorganization,  merger, consolidation,  sale or transfer, lawful provision
shall be made so that the holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant,  during the period  specified  herein and
upon payment of the Exercise Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization,  merger,  consolidation,  sale or transfer  that a holder of the
shares  deliverable  upon  exercise of this Warrant  would have been entitled to
receive in such reorganization,  consolidation, merger, sale or transfer if this
Warrant  had been  exercised  immediately  before such  reorganization,  merger,
consolidation,  sale or transfer,  all subject to further adjustment as provided
in this Section 5. The foregoing  provisions of this Section 5.4 shall similarly
apply  to  successive  reorganizations,   consolidations,   mergers,  sales  and
transfers and to the stock or securities  of any other  corporation  that are at
the  time  receivable  upon  the  exercise  of  this  Warrant.  In  all  events,
appropriate  adjustment (as  determined in good faith by the Company's  Board of
Directors)  shall be made in the  application  of the provisions of this Warrant
with respect to the rights and interests of the Holder after the transaction, to
the end that the  provisions  of this  Warrant  shall be  applicable  after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.

              5.5  Reclassification.  If the  Company,  at any time  while  this
Warrant, or any portion thereof,  remains outstanding and expired,  shall change
any of the securities as to which purchase  rights under this Warrant exist,  by
reclassification of securities or otherwise, into the same or a different number
of  securities  of any other class or classes,  this  Warrant  shall  thereafter
represent  the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the  securities  that

                                       4
<PAGE>

were subject to the purchase  rights  under this  Warrant  immediately  prior to
such.  reclassification or other charge and the Exercise Price therefor shall be
appropriately  adjusted,  all subject to further  adjustment as provided in this
Sec 5.

              5.6 Liquidation. etc. If the Company shall, at any time before the
expiration  of this  Warrant,  dissolve,  liquidate or wind up its  affairs,  or
otherwise  declare a  dividend,  or make a  distribution  to the  holders of its
Common  Stock  generally,  whether  in cash,  property  or  assets  of any kind,
including any dividend  payable in stock or securities of any other issuer owned
by the Company (excluding regularly payable cash dividends declared from time to
time by the  Company's  Board  of  Directors  or any  dividend  or  distribution
referred to in Section 5.2 or Section 5.3), the Exercise Price shall be reduced,
without any further  action by the  parties  hereto,  by the Per Share Value (as
hereinafter defined) of the dividend. For purposes of this Section 5.6, the "Per
Share Value" of a cash dividend or other distribution shall be the dollar amount
of the  distribution  on each share of Common Stock and the "Per Share Value" of
any dividend or  distribution  other than cash shall be equal to the fair market
value of such non-cash  distribution on each share of Common Stock as determined
in good faith by the Board of Directors of the Company.

              5.7 Adjustment for Issuance of Common Stock Below Exercise  Price.
If any time or from time to time during the period from the date of this Warrant
until the Warrant is exercised, the Company shall issue or sell shares of Common
Stock for a  consideration  per share less in the then existing  Exercise Price,
then and in each case the then Exercise Price shall be reduced as of the opening
of business on the date of such issue or sale,  to equal the price at which such
nuance or sale is made.  The  provisions  of this Section 5.7 shall not apply to
any  Common  Stock;  currently  reserved,  as of the date of this  Warrant,  for
outstanding options, outstanding warrants, and outstanding convertible debt.

              5.8 Adjustment of Exercise  Price.  Whenever the number of Warrant
Shares  purchasable  upon the exercise of the Warrant is adjusted,  the Exercise
Price with respect to the Warrant Shares shall be adjusted by  multiplying  such
Exercise Price immediately prior to such adjustment by a fraction,  of which the
numerator  shall be the number of Warrant Shares pure table upon the exercise of
the Warrant  immediately prior to such adjustment,  and of which the denominator
shall be the number of Warrant Shares so purchasable immediately thereafter.

              5.9 Notice of  Adjustment.  Whenever the number of Warrant  Shares
purchasable  upon the  exercise  of the  Warrant  or the  Exercise  Price of the
Warrant  Shares is adjusted as provided  herein,  the Company  shall mail to the
Holder a notice of such  adjustment or  adjustments,  prepared and signed by the
President or  Secretary  of the Company,  which sets forth the number of Warrant
Shares  purchasable  upon the exercise of the Warrant and the Exercise  Price of
such  Warrant  Shares  after such  adjustment,  a brief  statement  of the facts
requiring such  adjustment,  and the  computation  by which such  adjustment was
made.

           6. Transfer or Loss of Warrant.

              6.1  Transfer.   This  Warrant  may  be  transferred,   exercised,
exchanged  or  assigned  ("Transfer"  or  "Transferred"),  in  whole or in part,
subject to the  provisions  of this Section 6.1. The Holder shall have the right
to Transfer all or a part of this Warrant and all or part of the Warrant Shares.
The Company  shall  register  on its books any  Transfer  of the  Warrant,  upon
surrender  of same to the Company  with a written  instrument  of Transfer  duly
executed by the registered  Holder or by a duly  authorized  attorney.  Upon any
such  registration of a Transfer,  new Warrant(s) shall be issued to the and the

                                       5
<PAGE>

surrendered  Warrant  shall be cancelled  by the Company.  A Warrant may also be
exchanged,  at  the  option  of  the  Holder,  for  one  or  more  new  Warrants
representing  the aggregate  number of Warrant  Shares  evidenced by the Warrant
surrendered. This Warrant and the Warrant Shares or any other securities ("Other
Securities")  received  upon  exercise of this Warrant or the  conversion of the
Warrant Shares shall be subject to  restrictions on  transferability  imposed by
the  Act,  unless  registered  under  the  Act,  or  unless  an  exemption  from
registration  is  available.  Until this Warrant and  the Warrant  Shares are so
registered,  this  Warrant  and any  certificate  for Warrant  Shares  issued or
issuable  upon  exercise  of this  Warrant  shall  contain  a legend on the face
thereof, in form and substance satisfactory to counsel for the Company,  stating
that this Warrant or the Warrant  Shares may not be Transferred  unless,  in the
opinion  of counsel  satisfactory  to the  Company,  which may be counsel to the
Company,  that the Warrant or the Warrant Shares may be Transferred without such
registration.  This  Warrant  and the  Warrant  Shares  may also be  subject  to
restrictions on  transferability  under  applicable state securities or blue sky
laws.

              6.2 Compliance with Laws. Until this Warrant or the Warrant Shares
are  registered  under the Act,  the Company  may  require,  as a  condition  of
Transfer of this Warrant or the Warrant Shares that the  transferee  (who may be
the  Holder in the case of an  exchange)  represent  that the  securities  being
Transferred are being acquired for investment  purposes and for the transferee's
own  account  and  not  with a view  to or  for  sale  in  connection  with  any
distribution  of the security.  The Company may also require that the transferee
provide  written  information  adequate to establish  that the  transferee is an
"accredited  investor"  within the meaning of Regulation D issued under the Act,
or otherwise meets all qualifications necessary to comply with exemptions to the
Act, all as determined by counsel to the Company.

              6.3 Loss of  Warrant.  Upon  receipt by the  Company  of  evidence
reasonably satisfactory to it of loss, theft,  destruction or mutilation of this
Warrant  and,  in  the  case  of  loss,  theft  or  destruction,  of  reasonable
satisfactory  indemnification,  or, in the case of mutilation, upon surrender of
this  Warrant,  the Company will  execute and deliver,  or instruct its transfer
agent to execute and  deliver,  a new  Warrant of like tenor and date,  any such
lost, stolen or destroyed Warrant thereupon shall become void.

         7. Registration Rights. The Company shall be obligated to any Holder of
Warrant Shares as follows:

              (a) Whenever the Company proposes to file with the  Securities and
Exchange  Commission a Registration  Statement (other than on Form S-4, Form S-8
or as to securities issued pursuant to an employee benefit plan or a transaction
subject to Rule 145 promulgated under the Act), it shall, at least 30 days prior
to each such filing,  give  written  notice of such  proposed  filing (a "Filing
Notice")  to the Holder and each  holder of Warrant  Shares at their  respective
addresses  as they appear on the records of the  Company,  pursuant to which the
Company  shall offer to include in such filing any or all of the Warrant  Shares
purchasable  under the  Warrant  and any Warrant  Shares  theretofore  issued on
exercise of any portion of the Warrant. The Holder and holders of Warrant Shares
shall  have  until  the 10th day  after  receipt  of such  notice to send to the
Company a written  request or requests  (a  "Registration  Request")  that shall
specify  the  number of  Warrant  Shares  which the  Holder or holder of Warrant
Shares desires to have included in such filing (the  aggregate  amounts of which
specified  in all such  Registration  Requests  of the Holder and the holders of
Warrant   Shares  shall  be  referred  to   hereinafter   as  the   "Registrable
Securities").  The  Company  shall  include  in such  filing,  at the  Company's

                                       6
<PAGE>

expense,  for  registration  under the Act, the aggregate  number of Registrable
Securities  which the Holder or holders of Warrant Shares  requested be included
in such filing.  In the event that the managing  underwriter  for said  offering
advises the Company and the holders of the  Registrable  Shares in writing  that
the inclusion of such  securities in the offering  would be  detrimental  to the
offering of any shares or other  securities to be sold and issued by the Company
pursuant  to such  Registration  Statement,  the  Company  will  include in such
Registration  Statement the number of Registrable Shares which in the opinion of
such  managing  underwriter  can be  included  in such  Registration  Statement,
together  with  the  shares  of all  other  shareholders  who  exercise  similar
registration  rights to have their  shares sold  pursuant  to such  Registration
Statement,  on a pro-rata basis among all holders of such Registrable Shares and
other shares according to the ratio that the number of Registrable  Shares owned
by the  Holder  hereof and any such other  holder  bears to the total  number of
Registrable Shares and other shares owned by all such holders.

              (b) In  consideration  for the Company agreeing to its obligations
under this Section 7, the holder of Registrable Shares agrees in connection with
any  registration  of the  Company's  securities  that,  upon the request of the
Company or the underwriters  managing any underwritten offering of the Company's
securities,  not to sell, make any short sale of, loan, grant any option for the
purchase of or otherwise  dispose of any  Registrable  Shares  (other than those
included in the  registration)  without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time (not to exceed
120 days) from the effective  date of such  registration  as the (company or the
underwriters may specify.

              (c) The  foregoing  rights  shall be subject  to the  registration
rights set forth in a separate  registration rights agreement being entered into
between the Company and the initial Holder.  The provisions of such registration
rights  agreement  shall  supercede and take  precedence  over the  registration
provisions of this Section 7.

         8. Indemnification.

              (a) The Company will, and does hereby  undertake to, indemnify and
hold harmless each Holder, each of such Holder's officers,  directors,  partners
and  agents,  and each  person  controlling  such  Holder,  with  respect to any
registration,  qualification,  or compliance effected pursuant to Section 8, and
each underwriter,  if any, and each person who controls any underwriter,  of the
Registrable  Shares  held by or  issuable  to such  Holder,  against all claims,
losses,  damages,  and liabilities (or actions in respect thereto) to which they
may become  subject  under the Act,  the  Securities  Exchange  Act of 1934,  as
amended, (the "1934 Act"), or other federal or state law arising out of or based
on (i) any untrue  statement  (or alleged  untrue  statement) of a material fact
contained  in any  prospectus,  offering  circular,  or other  similar  document
(including  any  related  Registration  Statement  notification,  or  the  like)
incident to any such registration, qualification, or compliance, or based on any
omission (or alleged  omission) to state  therein a material fact required to be
stated therein or necessary to make the statements  therein not  misleading,  or
(ii) any violation or alleged violation by the Company of any federal,  state or
common law rule or regulation  applicable to the Company in connection  with any
such  registration,   qualification,  or  compliance,  and  will  reimburse,  as
incurred, each Holder, each underwriter,  and each director,  officer,  partner,
agent and controlling  person,  for any legal and any other expenses  reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage,  liability,  or action;  provided that the Company will not be liable in
any such case to the extent  that any such claim,  loss,  damage,  liability  or
expense,  arises out of or is based on any untrue  statement  or omission  based
upon written information furnished to the Company by an instrument duly executed
by any of the  Holders  or  underwriter  and stated to be  specifically  for use
therein.


                                       7
<PAGE>

              (b) Each Holder will, if Registrable Shares held by or issuable to
such Holder are  included in  such registration,  qualification,  or compliance,
severally and not jointly,  indemnify the Company,  each of its  directors,  and
each officer who signs a  Registration  Statement in connection  therewith,  and
each person controlling the Company, each underwriter,  if any, and, each person
who controls any  underwriter,  of the  Company's  securities  covered by such a
Registration Statement, against all claims, losses, damages, and liabilities (or
actions in respect  thereof) arising out of or based on any untrue statement (or
alleged untrue  statement) of a material fact contained in any such Registration
Statement, prospectus, offering circular, or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,  and will reimburse,
as incurred,  the Company,  and each such  underwriter or other person,  for any
legal or any other expenses reasonably incurred in connection with investigating
or defending any such claim, loss, damage, liability, or action, in each case to
the extent,  but only to the  extent,  that such  untrue  statement  (or alleged
untrue   statement)  or  omission  (or  alleged   omission)  was  made  in  such
Registration  Statement,  prospectus,  offering circular,  or other document, in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company  by an  instrument  duly  executed  by  such  Holder  and  stated  to be
specifically for use therein; provided, however, that the liability of each such
Holder  hereunder  shall be limited to the net proceeds  received by such Holder
from the sale of securities under such Registration  Statement. In no event will
any Holder be required to enter into any agreement or  undertaking in connection
with any registration under this Section 8 providing for any  indemnification or
contribution  obligations  on the part of such Holder greater than such Holder's
obligations under this Section 8.

              (c) Each party  entitled to  indemnification  under this Section 8
(the  "Indemnified  Party")  shall give notice to the party  required to provide
such  indemnification  (the  "Indemnifying  Party")  of any  claim  as to  which
indemnification  may be sought promptly after such Indemnified  Party has actual
knowledge  thereof,  and the Indemnifying  Party shall assume the defense of any
such claim or any litigation resulting therefrom;  provided that counsel for the
Indemnifying  Party,  who shall conduct the defense of such claim or litigation,
shall be subject to approval by the Indemnified  Party (whose approval shall not
be  unreasonably  withheld) and the  Indemnified  Party may  participate in such
defense  with its  separate  counsel  at the  Indemnifying  Party's  expense  if
representation of such Indemnified Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by surly counsel in such  proceeding;  and provided further that the
failure of any  Indemnified  Party to give notice as provided  herein  shall not
relieve the Indemnifying  Party of its obligations  under this Section 8, except
to the extent that such failure to give notice shall materially adversely affect
the Indemnifying  Party in the defense of any such claim or any such litigation.
No Indemnifying  Party,  in the defense of any such claim or litigation,  shall,
except  with the  consent  of each  Indemnified  Party,  consent to entry of any
judgment or enter into any settlement that does not include as an  unconditional
term  thereof  the  giving  by  the  claimant  or  plaintiff  therein,  to  such
Indemnified  Party,  of a release from all liability in respect to such claim or
litigation.

              (d)  If  any  Holder  includes   Registrable   Securities  in  any
registration,  such  Holder  shall  furnish  to the  Company  such.  information
regarding  such Holder,  and the  distribution  proposed by such Holder,  as the
Company may reasonably request in writing and as shall be required in connection
with any registration,  qualification,  or compliance  referred to in Sections 7
and 8.

         9. No Impairment. The Company will not; by amendment of its Articles of
Incorporation or otherwise, avoid or seek to avoid the observance or performance

                                       8
<PAGE>

of any of the terms of this Warrant,  but will at all times, in good faith, take
all such  action as may be  necessary  or  appropriate  in order to protect  the
rights of the Holder against impairment.

         10. Restrictive  Legend.  Unless and until otherwise  permitted by this
Section 10, each  certificate  for Warrants  issued under this  Agreement,  each
certificate for any Warrants  issued to any transferee of any such  certificate,
each  certificate for any Warrant Shares issued upon exercise of any Warrant and
each  certificate  for any Warrant  Shares issued to any  transferee of any such
certificate,   shall  be  stamped  or  otherwise  imprinted  with  a  legend  in
substantially the following form:

         "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
AMENDED)  (THE "ACT") NOR IS  SUCH  REGISTRATION  CONTEMPLATED.  SUCH SECURITIES
MAY NOT BE SOLD,  PLEDGED,  HYPOTHECATED  OR OTHERWISE  TRANSFERRED  AT ANY TIME
WHATSOEVER UNLESS REGISTERED UNDER THE ACT AND APPLICABLE  STATE SECURITIES LAWS
OR AN EXEMPTION FROM  SUCH  REGISTRATION  IS AVAILABLE,  EXCEPT UPON DELIVERY TO
THE  COMPANY  OF  AN  OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT
REGISTRATION  IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY
OF SUCH OTHER  EVIDENCE AS MAY BE  SATISFACTORY  TO IT AND TO ITS COUNSEL TO THE
EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE ACT, OR APPLICABLE
STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER."

         11. Holder's Representations  Regarding the Warrant. With regard to the
Warrant  Shares that may be issued to the Holder upon  exercise of the  Warrant,
Holder represents and warrants to the Company that:

              11.1  Holder has had the  opportunity  to be  represented  by such
legal and tax counsel and others,  each of whom has been personally  selected by
Holder,  as Holder has found  important or necessary to consult  concerning this
transaction,  and any  representation  has included an examination of applicable
documents, and analysis of all tax, financial,  corporate law and securities law
aspects.  Holder,  her counsel and  advisors,  and such other  persons with whom
Holder has found it important or necessary to consult,  has sufficient knowledge
and  experience  in  business  and  financial  matters  to  evaluate  the  above
information,  and the  merits  and  risks of the  terms  and  conditions  of the
Warrant, and to make an informed investment decision with respect thereto.

              11.2 The Company  has made  available  to Holder,  and to Holder's
counsel and advisors, prior to the date hereof:

                     (i) the  opportunity  to ask  questions  of, and to receive
answers  from,  the  Company,  its  representatives,  concerning  the  terms and
conditions of the Warrant; and

                     (ii) access to obtaining information,  documents, financial
statements,  records and books (A)  relative to the  Company,  the  business and
investment  in the  Company,  and (B)  necessary  to verify the accuracy  of any
information  furnished to the Holder. All materials and information requested by
Holder, and Holder's counsel and advisors,  or others representing  Holder, have
been made available and examined.


                                       9
<PAGE>


              11.3 Holder is  acquiring  the Warrant for her own account and not
as a fiduciary or any other person and for investment purposes only and not with
a view for the transfer,  assignment,  resale, or distribution thereof, in whole
or in part.  Holder  understands  the  meaning  and  legal  consequences  of the
foregoing representations and warranties.

              11.4 Holder  qualifies as an "Accredited  Investor," as defined in
Rule 501 of Regulation D under the Act.

         12. Notices. All notices and other communications  provided for in this
Warrant shall be in writing and  delivered,  telecopied  or mailed,  first class
postage prepaid, or sent by overnight express delivery service, addressed:

                     (i) if to the Company:

                                   Category 5 Technologies, Inc.
                                   4505 South Wasatch Boulevard, Suite 370
                                   Salt Lake City, UT 84124
                                   Attention: William C. Gibbs, CEO
                                   Telephone: (801) 424-2999
                                   Facsimile: (801) 424-2992

                     (ii) if to Holder,  at the address set forth on the warrant
register of the Company or as may be designated by notice to the Company; and

                     (iii) if to any subsequent holder of the Warrant or Warrant
Shares,  to the address as may be hereafter  specified by notice to the Company.
Any such  notice or  communication  shall be deemed to have been duly given when
delivered, telecopied or mailed as aforesaid.

         13.  Counterparts.  This  Warrant  may  be  executed  in  two  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

         14.  Governing  Law. THIS WARRANT AND (UNLESS  OTHERWISE  PROVIDED) ALL
AMENDMENTS,  SUPPLEMENTS, WAIVERS AND CONSENTS RELATING HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.

         IN WITNESS WHEREOF, this Warrant is executed as of November 21, 2001.

  CATEGORY 5 TECHNOLOGIES, INC.
  a Nevada corporation

  By: ______________________
      Name:William C. Gibbs
      Title: Chief Executive Officer

                                       10
<PAGE>

                              WARRANT EXERCISE FORM
                              ---------------------

         The  Undersigned  hereby  elects  irrevocably  to  exercise  the within
Warrant  and to  purchase______________  shares of Common  Stock of  Category  5
Technologies,  Inc.,  and hereby makes payment of the Exercise Price as follows:
(please check the applicable box):

 [ ]   $________ in cash

 [ ]   The undersigned elects a cashless exercise of the within Warrant


                                                        --------------------
                                                        Signature


                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES


  Name:_______________________
      (Print in Block Letters)


  Address:__________________

  Taxpayer I.D. No.____________________

         NOTICE:  The  signature to this form must  correspond  with the name as
written  upon  the  face of the  within  Warrant  in  every  particular  without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank,  other than a savings  bank,  or by a trust  company  or by a firm  having
membership on a registered national securities exchange.


  Signature Guaranteed:



-----------------------------------

                                       11
<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION  RIGHTS AGREEMENT,  dated as of November 21, 2001, is
made by and between  Category 5 Technologies,  Inc., a Nevada  corporation  (the
"Company"),  and TN Capital  Equities,  Ltd. (the "Holder")  which holds certain
warrants ("Warrants") issued by the Company to the Holder, which Warrants,  upon
exercise,  entitle the Holder to acquire  shares of common  stock of the Company
(the "Common  Stock").  The shares of Common Stock issuable upon exercise of the
Warrants are referred to herein collectively as the "Underlying Shares. "

                                 R E C I T A L S
                                 ---------------

         A. The Holder has provided services to the Company, and the Company has
issued the Warrants to the Holder, as set forth in an Engagement Agreement dated
August 10, 2001 between the Company and the Holder.

         B. As partial  inducement  for the Holder to render such  services  and
accept the  Warrants,  the  Company  hereby  grants the Holder the  registration
rights set forth herein,  upon the terms and subject to the conditions set forth
herein.

         The Company hereby agrees as follows:

         1. Definitions. For the purposes of this Agreement:

              (a) The terms "register," "registered" and "registration" refer to
a  registration  effected by preparing  and filing a  registration  statement or
statements or similar  documents in compliance  with the Securities Act of 1933,
as amended  ("Securities  Act"), the Securities Exchange Act of 1934, as amended
("Exchange  Act")  and  pursuant  to Rule 415 under  the  Securities  Act or any
successor  rule  providing for offering  securities on a continuous  basis "Rule
415") and the  declaration  or ordering of  effectiveness  of such  registration
statement or document by the Securities and Exchange Commission (the "SEC").

              (b) The term  "Registerable  Securities"  means (i) the Underlying
Shares,  and (ii) any securities issued in exchange for the  Underlying  Shares,
including  any  Registerable  securities  sold by a holder of such  Registerable
Securities in a transaction in which  Registrable  Securities  and  registration
rights under this Agreement are permitted to be assigned.

         2. Piggyback Registration.

              (a) Notice.  If,  beginning at anytime  from the date hereof,  and
continuing  until December 31, 2004, the Company proposes to file a registration
statement under the securities Act (a  "Registration  Statement"),  other than a
registration  on Form S-8 or Form S-4,  with  respect to an offering  for its on
account or for the account of others of any class of  securities of the Company,
then, at each such time, the Company shall give written notice of such intention

                                       12
<PAGE>

to file a Registration  Statement (a "Piggyback Notice") to each Holder at least
twenty  (20)  days  before  the  anticipated  filing  date  of the  Registration
Statement.   The  Piggyback   Notice  shall  describe  the  intended  method  of
distribution,  and shall offer each Holder the opportunity to register  pursuant
to such  Registration  Statement such  Registrable  Securities as the Holder may
request in writing to the  Company  within  twenty  (20) days after the date the
Holder first received the Piggyback Notice (a "Piggyback  Registration").  After
receipt of such request from the Holder,  the Company  shall take all  necessary
steps,  subject to the provisions of the following  paragraph (b), to include in
the Registration Statement all Registrable Securities which the Company has been
so requested to register by the Holder and to keep such  Registration  Statement
effective until the later of (i) the sale of all such Registrable Securities and
(ii) the date all such Registrable  Securities may be sold without  restrictions
or limitations pursuant to Rule 1 44(k) of the Securities Act. The Company shall
be entitled to withdraw a Registration  Statement (not filed pursuant to Section
3 hereof) prior to its becoming effective,  but such withdrawal shall not affect
subsequent rights of Holder.

              (b) Underwritten Registrations. In a registration pursuant to this
Section 2 involving an  underwritten  offering,  whether or not for sale for the
account of the Company,  any request pursuant to this Section 2 may require that
all  Registrable  Securities be included in such offering on identical terms and
conditions.  If the offering is a public  offering of the Company's  securities,
and if the managing  underwriter  with  respect to such an offering  advises the
Company in writing that the inclusion of all the  Registrable  Securities  which
the  Holder  requested  to be  included  in  the  Registration  Statement  would
materially  jeopardize  the success of the  offering,  then the Company shall be
required to include in the underwriting only that number, if any, of Registrable
Securities  which the  underwriter  advises  the  Company in writing may be sold
without materially  jeopardizing the offering.  Any reduction to be made by such
managing  underwriter in the amount of Registrable  Securities to be included in
such underwriting  shall be made pro rata among the Holder and each other holder
participating in such registration.  Any Holder disapproving of the terms of any
such  underwriting  may elect to withdraw such Holder's  Registrable  Securities
from registration by written notice to the Company and the underwriter not later
than 15 days prior to the effective date of any registration.

           3. Demand Registrations.

              (a) Demand Notice.  Commencing one year after the date hereof, the
Holder may, on one single  occasion,  by notice to the Company,  demand that the
Company  register the Registrable  Securities  under the Securities Act, and the
Company  will  promptly  so register  the  Registrable  Securities  by filing an
appropriate  form of  Registration  Statement  with the SEC within 45 days after
such demand.

              (b) Cooperation  with Company.  The Holder will cooperate with the
Company in all respects in connection  with this  Agreement,  including,  timely
supplying all information  reasonably requested by the Company and executing and
returning all documents reasonably requested in connection with the registration
and sale of the Registrable Securities.


                                       13
<PAGE>

         4.  Limitations on the Company's  Obligations.  The  obligations of the
Company to cause  Registrable  Securities to be registered  under the Securities
Act as  provided  in  this  Agreement  are  subject  to  each  of the  following
limitations, conditions and qualifications:

              (a) The  Company  shall be  entitled,  for a period of time not to
exceed 45 consecutive days, to postpone the filing of any registration statement
otherwise  required  to be  prepared  and filed by it pursuant to Section 2 or 3
above and/or to request that the Holders refrain from effecting any public sales
or  distributions of their  Registrable  Securities if the Board of Directors of
the Company in good faith  determines in its reasonable  business  judgment that
such registration  and/or such public sales or distributions  would interfere in
any material  respect with any financing  (other than an underwritten  secondary
offering   of  any   securities   of  the   Company),   acquisition,   corporate
reorganization or other transaction or development  involving the Company or any
subsidiary of the Company that in the reasonable good faith business judgment of
such Board is a transaction or  development  that is or would be material to the
Company (a  "Material  Development  Election").  The  Board of  Directors of the
Company shall,  as promptly as  practicable,  give the Holders written notice of
any such Material Development  Election.  In the event of a determination by the
Board of Directors to postpone the filing of a registration  statement  required
to be filed under Section 2 or 3 hereof,  the Company shall be required,  if the
Holder so requests,  to file such  registration  statement as soon as reasonably
practicable after the Board of Directors of the Company shall determine,  in its
reasonable business judgment, that the filing of such registration statement and
the  offering  thereunder  shall  not  interfere  with  the  aforesaid  material
transaction  or  development,  but in any  event no  later  than the end of such
45-day  period.  In  addition,  if the Board of  Directors  of the  Company  has
requested that the Holder refrain from making public sales or  distributions  of
Registrable   Securities.   such  Board   shall,   immediately   following   its
determination   that  the  Holder  may   recommence   such   public   sales  and
distributions,  notify such Holder in writing of such  determination (but in any
event no later than the end of such 45-day period).

         5.  Registration  Expenses.  All  expenses  incident to a Piggyback  or
Demand Registration,  including, without limitation, all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws, printing
expenses, messenger, telephone and delivery expenses, and fees and disbursements
of counsel  for the  Company  and  counsel for the Holder (but not more than one
counsel  for  the Holder  per  registration)  and  of  all  independent   public
accountants  of the Company  (including  the  expenses of any special  audit and
"comfort"  letters required by or incident to the performance of such services),
underwriting   expenses  (excluding  (a)  discounts,   commissions  or  fees  of
underwriters,  selling brokers,  dealer managers or similar securities  industry
professionals  relating to the distribution of the Registrable  Securities which
shall be paid by the  selling  Holder on a pro rata basis based on the number of
Registrable  Securities  being  sold  by it and  (b) any  stock  transfer  taxes
incurred  with  respect  to the  distribution  of the  Registrable  Securities),
securities  acts  liability  insurance and fees and expenses of other persons or
entities  retained by the Company,  will be borne by the Company  whether or not
any Registration Statement become effective.


                                       14
<PAGE>

         6. Holdback  Agreements.  In connection  with any  underwritten  public
offering for the Company's account, each Holder of Registrable Securities agrees
not to effect any public sale or distribution of Common Stock,  including a sale
pursuant  to Rule 144 or in reliance on any other  exemption  from  registration
under the Securities Act,  during the 120 day period  beginning on the effective
date  of  any   Registration   Statement   (except  as  a  participant  in  such
registration),  but  only  if and to  the  extent  requested  in  writing  (with
reasonable  prior written  notice) by an  underwriter(s)  and only if and to the
extent (i) that all executive officers and directors of the Company holding five
(5%) percent or more of the  Company's  securities,  and (ii) all holders of ten
(10%)  percent  or  more  of the  Company's  securities,  enter  into  identical
agreements.  Any such agreement shall be in writing in a form  satisfactory to a
majority in interest of the Holders.

         7. Registration Procedures.

              (a) In  connection  with  any  registration  required or permitted
under this Agreement, the Company covenants and agrees that it will promptly:

                     (i) prepare  and file with the  Commission  a  Registration
Statement with respect to the Registrable Securities and use its continuing best
efforts to cause such Registration Statement to become and remain effective;

                     (ii) notify each Holder of Registrable  Securities included
in such registration promptly after it shall receive notice thereof, of the time
such  Registration  Statement  has become  effective  or any  supplement  to any
prospectus forming a part of such Registration Statement has been filed;

                     (iii) notify each Holder of Registrable Securities included
in such registration promptly of any request by the Commission for the amendment
or supplement of such  Registration  Statement or prospectus or of a request for
additional information;

                     (iv) prepare and file with the Commission  such  amendments
and  supplements  to such  Registration  Statement  and the  prospectus  used in
connection  therewith  and such other  documents  necessary  to comply  with the
Securities  Act, the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  and the rules and regulations  promulgated  under the Securities Act and
the Exchange Act, as may be necessary to keep such Registration  Statement filed
pursuant to this Agreement effective for a period of not less than twelve months
and  comply  with the  provisions  of the  Securities  Act 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;

                     (v)  furnish  to  each  Holder  of  Registrable  Securities
included  in such  registration  such  number  of  copies  of such  Registration
Statement,  each amendment and supplement  thereto,  the prospectus  included in
such  Registration  Statement  (including each preliminary  prospectus) and such

                                       15
<PAGE>

other documents,  including  correspondence with the Commission,  as such Holder
may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Holder;

                     (vi)   concurrently   with   the   effectiveness   of   the
Registration  Statement  under  the  Securities  Act,  qualify  the  Registrable
Securities under such other securities or "blue sky" laws of such  jurisdictions
as each Holder reasonably may request,  and do any and all other acts and things
necessary  to enable  each  Holder  to  consummate  the sale of the  Registrable
Securities owned by such Holder; provided that the Company shall not be required
in connection  with this paragraph  (vi) to qualify as a foreign  corporation or
execute a general  consent to service of process in any  jurisdiction  where the
Company is not then so  qualified or subject to service of process or to subject
the  Company  to income  taxation  in any  jurisdiction  where it is not then so
subject;

                     (vii) notify each Holder of Registrable Securities included
in such registration, at any time when a prospectus relating thereto is required
to be delivered  under the  Securities  Act, of the  happening of any event as a
result of which the prospectus included in such Registration  Statement contains
an untrue  statement of a material fact or omits any fact  necessary to make any
statement  therein not  misleading in light of the  circumstances  in which such
statement is made, and prepare and furnish to such Holder a reasonable number of
copies of a supplement to or amendment of such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will
not  contain an untrue  statement  of a material  fact or omit to state any fact
necessary  to make  the  statements  therein  not  misleading  in  light  of the
circumstances in which they are made;

                     (viii)  advise  each  Holder  of   Registrable   Securities
included in such  registration  promptly after it shall receive notice or obtain
knowledge of the  issuance of any stop order by the  Commission  suspending  the
effectiveness of any such Registration  Statement or the initiation or threat 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;

                     (ix) use its  reasonable  best  efforts  to cause  all such
Registrable  Securities to be listed on each securities  exchange or reported on
each  consolidated  reporting system on which similar  securities  issued by the
Company are then listed or reported, as the case nay be;

                     (x)  provide a transfer  agent and  registrar  for all such
Registrable  Securities not later than the effective  date of such  Registration
Statement;

                     (xi) allow each Holder of Registrable  Securities  included
in such  registration  to  participate in the  preparation  of the  Registration
Statement,  each  prospectus  included  therein or filed with the Commission and
each  amendment or supplement  thereto and make available for inspection by each
Holder,  any  underwriter  participating  in any  disposition  pursuant  to such
Registration Statement, and any attorney,  accountant or other agent retained by
such Holder or such  underwriter,  all  financial and other  records,  pertinent

                                       16
<PAGE>

corporate  documents  and  properties  of the  Company  and cause the  Company's
officers,  directors,  employees  and  independent  accountants  to  supply  all
information  reasonably  requested  by  such  Holder,   underwriter,   attorney,
accountant or agent in connection with such Registration  Statement,  subject to
the  right  of the  Company  to  require  confidentiality  agreements  in a form
reasonably acceptable to the Company and such Holder; and

                     (xii)  furnish,  at the  request  of any  Holder or Holders
requesting registration of Registrable Securities pursuant to this Agreement, on
the date that such Registrable  Securities are delivered to the underwriters for
the sale pursuant to such  registration or, if such  Registrable  Securities are
not being sold through underwriters, on the date that the registration statement
with respect to such Registrable Securities becomes effective, an opinion, dated
such date, of the independent counsel representing the Company for the purposes
of such registration,  addressed to the underwriters,  if any, and to the Holder
or Holders  making such request,  covering such legal makers with respect to the
registration  in  respect of which  such  opinion  is being  given as the Holder
requesting such opinion may reasonably  request;  provided such matters are of a
nature that legal counsel are normally required to opine upon in connection with
such a  registration  or  offering,  and a  leper  dated  such  date,  from  the
independent  certified  public  accountants  of the  Company,  addressed  to the
underwriters,  if any, and to the Holder or Holder making such request,  stating
that they are independent certified public accountants within the meaning of the
Securities  Act and  that in the  opinion  of such  accountants,  the  financial
statements and other financial data of the Company  included in the registration
statement or prospectus,  or any amendment or supplement  thereto,  comply as to
form in all material respects with the applicable accounting requirements of the
Securities Act. Such letter from the independent  certified  public  accountants
shall  additionally  cover  such other  financial  matters  with  respect to the
registration  in  respect  of which  such  letter is being  given as the  Holder
requesting  such letter may reasonably  request;  provided such matters are of a
nature that  accountants are normally  required to opine upon in connection with
such registration.

              (b)  The  Company  may  require  each  Holder  participating  in a
registration  hereunder to furnish the Company such  information  regarding such
Holder and the  distribution of such  Registrable  Securities as the Company may
from time to time reasonably  request in writing and as shall be required by law
to effect such  registration.  Each holder,  as  a condition of participating in
such  registration,  shall  furnish such  information,  which shall be complete,
correct and not misleading.

              (c) The Holder or Holders who include  Registrable  Securities  in
any  registration  under  this  Agreement  shall  distribute  those  Registrable
Securities  in a  manner  consistent  with  the  distribution  described  in the
relevant registration statement.

         8.  Rule 144.  After a Public  Offering,  the  Company  shall  take all
actions reasonably necessary to enable the Holder to sell Registrable Securities
without  registration  under the  Securities  Act within the  limitation  of the

                                       17
<PAGE>

exemptions  provided by (a) Rule 144 under the Securities  Act, as such Rule may
be amended from time to time,  or (b) any similar rule or  regulation  hereafter
adopted by the  Commission,  including,  without  limiting the generality of the
foregoing,  filing on a timely basis all reports  required to be filed under the
Exchange  Act,  but  shall  not be  liable  for any  damages  resulting  from an
inability  of a Holder to rely on Rule 144 if the  Company was not timely in its
filings because of circumstances beyond its reasonable control. Upon the request
of any Holder,  He Company will deliver to such Holder a written statement as to
whether it has complied  with such  requirements  and shall  provide such Holder
with such publicly filed documents of the Company as are reasonably requested by
such Holder in connection with such sale.

         9. Indemnification.

              (a)   Indemnification  by  the  Company.   In  the  event  of  any
registration  of any of the  Registrable  Securities  under the  Securities  Act
pursuant to this  Agreement,  the Company will  indemnify and hold harmless each
Holder  participating  in the  registration,  its  directors,  of  officers  and
partners  and each  underwriter  involved  in such  registration  and each other
person,  if any, who  controls  each selling  Holder or  underwriter  within the
meaning of the  Securities  Act or the Exchange Act against any losses,  claims,
damages or liabilities, joint or several, to which each selling Holder or its of
firers, directors, or partners or underwriter may become subject insofar as such
losses, claims, damages 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  any  Registration   Statement  under  which  such
Registrable Securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained in such Registration  Statement, or any
amendment or supplement to such Registration  Statement,  or arise out of or are
based upon the omission or alleged omission to state 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 are made,  and will  reimburse  such
selling Holder, its officers,  directors,  and partners and such underwriter and
each such  controlling  person  for any legal or any other  expenses  reasonably
incurred by any of them as they are incurred in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,  however,
that the Company  will not be liable to any selling  Holder or its of  officers,
directors,  or partners, or underwriter and controlling persons in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon any untrue statement or omission made in such Registration Statement,
preliminary prospectus or final prospectus,  or any such amendment or supplement
thereto,  (i) in reliance upon and in conformity with  information  furnished to
the  Company,  in  writing,  by or on  behalf of such  selling  Holder or its of
officers,  directors,  or partners,  or  underwriter  and  controlling  persons,
specifically  for  use  in  the  preparation  of  such  Registration  Statement,
preliminary  prospectus or final prospectus or amendment or supplement  thereto,
or (ii) where such untrue statement:  or omission or alleged untrue statement or
omission  (A) was  corrected  in a  subsequent  final  prospectus  delivered  in
sufficient  number to the  selling  Holder  and with  sufficient  time to permit
distribution  by such  selling  Holder,  (B) such  selling  Holder  failed to so
distribute  such  subsequent  final  prospectus,  and  (C)  to the  extent  such
distribution would have avoided the applicable loss, claim, damage, liability or
action.


                                       18
<PAGE>

              (b)   Indemnification   by  the  Holder.   In  the  event  of  any
registration  of any of the  Registrable  Securities  under the  Securities  Act
pursuant to this Agreement, each selling Holder, severally and not jointly, will
indemnify and hold harmless the Company, each of its directors, and of officers,
each underwriter  involved in such  registration,  each other selling Holder and
their respective of officers,  directors,  and partners and each person, if any,
who controls the Company or any such  underwriter  or selling  Holder within the
meaning of the Securities Act or the Exchange Act,  against any losses,  claims,
damages or liabilities  (or actions in respect  thereof),  to which the Company,
such  directors  and  officers,  such  underwriter  or  selling  Holder  or  its
respective  of  officers,  directors,  stockholders  or partners or  controlling
person  may  become  subject,   insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Registration  Statement under which such Registrable  Securities were registered
under  the  Securities  Act,  any  preliminary  prospectus  or final  prospectus
contained in such Registration Statement, or any amendment or supplement to such
Registration  Statement,  or arise  out of or are  based  upon any  omission  or
alleged  omission  to state 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 are made,  and will  reimburse  the  Company,  the
underwriters,   each  other  selling  Holder  and  their  respective   officers,
directors,  stockholders,  partners and controlling  person for any legal or any
other  expenses   reasonably   incurred  by  any  of  them  in  connection  with
investigating or defending any such loss, claim, damage, liability or action, if
the  statement or omission  was made in reliance  upon and. in  conformity  with
information  furnished in writing to the Company by or on behalf of such selling
Holder or its  officers,  directors,  stockholders  or partners  or  controlling
persons,  specifically  for  use in  connection  with  the  preparation  of such
Registration Statement,  preliminary prospectus or final prospectus or amendment
or supplement thereto;  provided,  however,  that the maximum obligation of each
selling Holder for indemnification shall be limited to the net proceeds received
by it from the sale of  Registrable  Securities  pursuant  to such  Registration
Statement.

              (c)  Required  Notices.   Each party  entitled to  indemnification
under this Section 9 (the  "Indemnified  Party")  shall give notice to the party
required to provide  indemnification (the "Indemnifying  Party",} promptly after
the  Indemnified  Party has actual  knowledge of any claim as to which indemnity
may be sought  and,  with  respect  to third  party  claims,  shall  permit  the
Indemnifying  Party to assume the  defense  of any such claim or any  litigation
resulting from it,  provided that counsel for the  Indemnifying  Party who shall
conduct  the  defense  of such  claim  or  litigation  must be  approved  by the
Indemnified  Party (whose  approval  shall not  unreasonably  be withheld),  and
provided  further  that the failure of any  Indemnified  Party to give notice as
provided in this  Section 9(c) shall not relieve the  Indemnifying  Party of its
obligations  under Sections 9(a) or (b), as the case may be except to the extent
such Indemnifying Party was actually prejudiced  thereby.  The Indemnified Party
shall have the right to employ its own counsel in arty claim or litigation, but,

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<PAGE>

with  respect to third  party  claims or  litigation,  the fees and  expenses of
counsel shall be at the expense of such Indemnified Party, when and as incurred,
unless the Indemnified Party shall have reasonably concluded that there may be a
conflict of interest between the Indemnifying Party and the Indemnified Party in
the  conduct  of the  defense  of such  claim or  litigation  (in which case the
Indemnifying  Party  shall not the right to direct the  defense of such claim or
litigation on behalf of the Indemnified  Party), or the Indemnifying Party shall
fail,  within a reasonable time after notice of the claim, to have given written
notice of its intention to assume such defense,  and to have employed counsel to
assume the defense of such claim or litigation,  or the Indemnifying Party fails
timely and  actively  to assume or to continue  the  defense of such  claim.  No
Indemnifying  Party, in the defense of any claim or litigation,  shall,  without
the consent of the Indemnified Party,  consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term the giving by
the claimant or plaintiff such Indemnified Party of a release from all liability
in  respect  of such  third  party  claim or  litigation.  In no event  shall an
Indemnified  Party  consent to any entry of any judgment in a third party chains
or  litigation,  or settle a third party claim or  litigation  without the prior
written consent of the Indemnifying Party unless the Indemnifying Party fails to
timely give notice of its intention to assume  defense or timely and actively to
assume and continue such defense.

         10. Assignability. The rights granted in this Agreement may be assigned
in  whole  or in  part by a  Holder  together  with a  permitted  assignment  of
Registrable Securities by such Holder.

         11. Notices.

              (a)  All   notices,   consents,   requests,   demands   and  other
communications  required or permitted to be given under this Agreement  shall be
in  writing  and  delivered  personally,  receipt  acknowledged,  or  mailed  by
registered or certified mail, postage prepaid, return receipt requested, or sent
by overnight express delivery service,  or given by telecopier  transmission and
confirmed by one of the  preceding  notice  delivery  methods,  addressed to the
parties  hereto as follows  (or to such other  addresses  as any of the  parties
hereto shall specify by notice given in accordance with this provision)':

              If to the Company to:

                           Category 5 Technologies, Inc.
                           4505 South Wasatch Boulevard
                           Suite 370
                           Salt Lace City, Utah

 or  at such other  address as it may have furnished in writing to the Holder of
 Registrable Securities at the time outstanding, or

              If to the Holder of any Registrable Securities:

                           To the address of such Holder as recorded
                           in the stockholder records of the Company.


                                       20
<PAGE>


              With a copy to:

                           TN Capital Equities, Inc.
                           14 East 60th Street
                           Suite 701
                           New York, NY 10022
                           Attention: John F. Steinmetz

              (b) All  such  notices,  consents,  requests,  demands  and  other
communications shall be deemed given when personally delivered as aforesaid, or,
if mailed or sent by overnight  service as aforesaid,  on the third business day
after the mailing thereof or on the day actually  received,  if earlier,  except
for a notice of a change of address which shall be effective only upon receipt.

         12. Amendment,  Waiver and Termination.  This Agreement may be amended,
and the  observance of any term of this  Agreement may be waived,  but only with
the written  consent of the Company and the Holder.  No delay on the part of any
party in the exercise of any right,  power or remedy  shall  operate as a waiver
thereof,  nor shall any  single or partial  exercise  by any party of any right,
power or remedy preclude any other or further exercise thereof,  or the exercise
o f any other right, power or remedy.

         13.  Counterparts.  One or more  counterparts  of this Agreement may be
signed  by the  parties,  each of which  shall be an  original  but all of which
together shall constitute one and the same instrument.

         14. Binding  Effect.  This Agreement shall be binding upon and inure to
the  benefit of the  parties  hereto  and their  respective  successors,  heirs,
personal  representatives,  administrators,  executors  and  permitted  assigns.
Nothing  contained  in this  Agreement  is intended to confer upon any person or
entity,  other than the parties hereto or their  respective  successors,  heirs,
personal  representatives,  administrators,  executors or permitted assigns, any
rights, benefits, obligations remedies or liabilities under or by reason of this
Agreement.

         15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York with respect to contracts made
and to be fully  performed  therein,  without  regard to the  conflicts  of laws
principles thereof. The parties  hereto hereby agree that any suit or proceeding
arising under this  Agreement,  or in connection  with the  consummation  of the
transactions  contemplated hereby, shall be brought solely in a federal or state
court  located  in the City,  County  and State of New  York.  By its  execution
hereof,  the Company hereby consents and irrevocably  submits to the in personal
jurisdiction  of the federal and state  courts  located in the City,  County and
State  of New York  and  agrees  that  any  process  in any  suit or  proceeding
commenced in such courts under this  Agreement  may be served upon it personally
or by certified or registered  mail,  return  receipt  requested,  or by Federal
Express  or other  courier  service,  with  the  same  force  and  effect  as if

                                       21
<PAGE>

personally  served  upon it in New York  City (or in the city or county in which
such other court is located).  The parties  hereto each waive any claim that any
such jurisdiction is not a. convenient forum for any such suit or proceeding and
any defense of lack of in personal jurisdiction with respect thereto.

         16. Invalidity of Provisions.  If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity, legality
and  enforceability  of the remaining  provisions  contained herein shall not be
affected thereby.

         17.  Headings.  The headings in this  Agreement are for  convenience of
reference  only and  shall  not be deemed  to alter or  affect  the  meaning  or
interpretation of any provisions hereof.

         IN WITNESS  WHEREOF,  the undersigned has executed this Agreement as of
the date first set forth above.

                                       Category 5 Technologies, Inc.

                                       By:________________________________
                                          Chairman and Chief Executive
                                          Officer



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