REGISTRATION RIGHTS AGREEMENT


         This REGISTRATION RIGHTS AGREEMENT (this  "Agreement"),  dated March 6,
2000,  is entered into by and among  RHEOMETRIC  SCIENTIFIC,  INC., a New Jersey
corporation  (the  "Company"),  ANDLINGER  CAPITAL XXVI LLC, a Delaware  limited
liability company ("Investor"),  and Axess Corp.  ("Axess").  Investor and Axess
are  sometimes  referred to  hereinafter  individually  as a  "Stockholder"  and
collectively as the "Stockholders."


                                   Background

         The Company, Axess and Investor are entering into a Securities Purchase
Agreement and the Company and the Stockholders are entering into a Stockholders'
Agreement,  each dated the date hereof.  In connection with the entry into those
agreements,  and as an  inducement  to  the  Stockholders  to  enter  into  such
agreements,  the Company is granting the  registration  rights  provided in this
Agreement.

                                      Terms

         In consideration of the mutual covenants contained herein and intending
to be legally bound hereby, the parties hereto agree as follows:

I.       Definitions

         As used in this Agreement,  the following  capitalized terms shall have
the following meanings:

         "Affiliate"  has the  meaning  set  forth in Rule  12b-2  of the  Rules
promulgated under the Securities Exchange Act of 1934, as amended.

         "Closing  Date" means the Closing  Date under the  Securities  Purchase
Agreement.

         "Common Stock" means the common stock,  no par value per share,  of the
Company.

         "Permitted  Transferee"  shall have the meaning  given such term in the
Stockholders'  Agreement  for so long as that  agreement is in effect and,  when
such agreement is no longer in effect, any permitted transferee.

         "Person"  means  a  natural  person,  partnership,   limited  liability
company,  corporation,  trust or unincorporated organization, or a government or
agency or political subdivision thereof.

         "Preferred Stock" means the Company's Convertible  Redeemable Preferred
Stock, Series A, issued to Axess pursuant to the Securities Purchase Agreement.


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         "Registrable  Securities" shall mean (i) any shares of Common Stock now
or  hereafter  issued  to  and/or  owned  by a  Stockholder  or  by a  Permitted
Transferee of a Stockholder, (ii) any shares of Common Stock or other securities
issued or issuable  pursuant to the  conversion  of the  Preferred  Stock or the
exercise of Warrants,  and (iii) any Common Stock or other  securities which may
be issued or  distributed  in respect of such Common Stock,  Preferred  Stock or
Warrants  by  way of  conversion,  stock  dividend  or  stock  split,  or  other
distribution,   recapitalization,   or   reclassification   (including   without
limitation by way of merger, consolidation, sale of assets or similar event). As
to any particular  Registrable  Securities,  once issued,  such securities shall
cease to be  Registrable  Securities  when  (i) a  registration  statement  with
respect to the sale of such  securities  shall have become  effective  under the
Securities  Act and such  securities  shall have been  disposed of in accordance
with  such  registration  statement,   (ii)  such  securities  shall  have  been
distributed  to the  public  pursuant  to  Rule  144 or 144A  (or any  successor
provisions)  under the  Securities  Act, (iii) such  securities  shall have been
otherwise   transferred,   new  certificates  for  them  not  bearing  a  legend
restricting  further  transfer  shall have been  delivered  by the  Company  and
subsequent  disposition of such  securities  shall not require  registration  or
qualification  under the Securities Act or any state  securities or blue sky law
then in force, or (iv) such securities shall have ceased to be outstanding.

         "SEC" means the Securities and Exchange Commission.

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

         "Stockholders'  Agreement" means the Stockholders'  Agreement dated the
date hereof among the Company, Investor, and Axess.

         "Securities Purchase Agreement" means the Securities Purchase Agreement
dated the date hereof between the Company, Axess and Investor.

         "underwritten   registration   or   "underwritten   offering"  means  a
registration  in which  securities of the Company are sold to an underwriter for
reoffering to the public.

         "Warrant"  means the  warrant to  purchase  2,000,000  shares of Common
Stock issued to Investor pursuant to the Securities Purchase Agreement.

II.      Demand Registrations


A. Upon the written request of (i) Investor,  at any time after the first annual
anniversary  of the Closing Date and prior to the third  anniversary  of Closing
Date or (ii) either  Stockholder at any time after the third  anniversary of the
Closing Date,  requesting  that the Company  effect the  registration  under the
Securities Act of all or part of the particular  requesting  Stockholder's  (the
"Requesting  Stockholder's")  Registrable Securities and specifying the intended
method of disposition  thereof,  the Company will, as expeditiously as possible,
use its best efforts to effect the registration  under the Securities Act of (i)
the Registrable  Securities  which the Company has been so requested to register
by the  Requesting  Stockholder so as to permit the  disposition  (in accordance
with the intended method thereof as aforesaid) of the


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Registrable Securities so to be registered;  provided, however, that the Company
may delay the filing of the  registration  statement  for up to a single  90-day
period if the Board  determines  that such  filing  should  not be made due to a
valid  need  not to  disclose  confidential  information  or  because  it  would
materially  interfere  with  any  material  financing,  acquisition,   corporate
reorganization, or merger involving the Company. So long as the Company does not
breach any of its obligations in respect of the demand  registration (other than
a breach which would not adversely affect the Requesting  Stockholder's  rights)
with respect to each holder,  the Company  shall only be required to comply with
two (2) requests by each Stockholder for demand registration.  The Company shall
give written notice to each Stockholder other than the Requesting Stockholder of
its intention to file a  registration  statement  pursuant to this  paragraph at
least 30 days prior to the filing  thereof,  and if requested in writing by such
other Stockholders within 30 days after receipt of such notice, the Company will
include in such  registration  statement  any shares of Common Stock held by the
other  Stockholders  and  requested to be so included.  All of the  Stockholders
whose  shares of Common  Stock  will be  included  in a  registration  statement
(whether a Requesting  Stockholder or other Stockholder electing to participate)
pursuant to any "demand" or  "piggyback"  registration  under this Agreement are
referred to herein as the "Participating Stockholders."


         B. A  registration  requested  pursuant  to  Article  II(a) will not be
deemed to have been effected unless it has become effective;  provided, that if,
within 135 days after it has  become  effective,  the  offering  of  Registrable
Securities  pursuant to such  registration is interfered with by any stop order,
injunction,  or other  order  or  requirement  of the SEC or other  governmental
agency or court prior to the sale of all the Registrable  Securities  registered
thereunder,  such  registration  will  be  deemed  not to  have  been  effected.
Notwithstanding the preceding sentence, if any such stop order is rescinded, the
effective  period shall  continue  upon such  rescission  and be extended by the
number of days by which such stop order delayed the filing.

         C. The Requesting  Stockholder causing the registration statement shall
have the right to select an underwriter or underwriters of nationally recognized
standing satisfactory to the Company to administer the offering.

         D. A  registration  statement  filed  pursuant to this  Article II may,
subject to the following provisions, include (i) shares of Common Stock for sale
by the  Company  for its own  account  and (ii)  shares of Common  Stock held by
persons  who by virtue of  agreements  with the Company in  compliance  with the
provisions  of this  Article  II are  entitled  to include  such  shares in such
registration  (the "Other  Stockholders"),  in each case for sale in  accordance
with the method of  disposition  specified by the  requesting  holders.  If such
registration shall be underwritten, the Company and Other Stockholders proposing
to  distribute  their  shares  through  such  underwriting  shall  enter into an
underwriting  agreement  in  customary  form  with  the  representative  of  the
underwriter  or  underwriters  selected for such  underwriting  on terms no less
favorable to the Company and such Other Stockholders than the terms afforded the
holders  of  Registrable  Securities.  If and to the  extent  that the  managing
underwriter determines that marketing factors require a limitation on the number
of shares to be included in such  registration,  then the shares of Common Stock
held by Other  Stockholders  (other than  Registrable  Securities)


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and shares of Common  Stock to be sold by the Company for its own account  shall
be excluded  from such  registration  to the extent so required by such managing
underwriter,  and  unless  the  holders  of such  shares  and the  Company  have
otherwise agreed in writing, such exclusion shall be applied first to the shares
held  by  the  Other  Stockholders  to  the  extent  required  by  the  managing
underwriter,  then to the shares of Common  Stock of the  Company to be included
for its own account to the extent required by the managing  underwriter.  If the
managing  underwriter  determines that marketing factors require a limitation of
the number of  Registrable  Securities  to be  registered  under this Article II
(including the Registrable Securities of a Stockholder to be registered pursuant
to the Piggyback  Registration  Rights of Article III hereof),  then Registrable
Securities shall be excluded in such manner that the securities to be sold shall
be allocated  50% to each  Stockholder.  In any event all  securities to be sold
other than  Registrable  Securities  will be excluded  prior to any exclusion of
Registrable  Securities.  If any  holder  of  Registrable  Securities  or  Other
Stockholder who has requested  inclusion in such registration as provided above,
disapproves of the terms of the underwriting (including without limitation,  the
number of shares owned by such  Stockholder or Other  Stockholder to be excluded
from such  registration),  such  holder  of  securities  may  elect to  withdraw
therefrom by written notice to the Company and the managing underwriter,  and if
such Stockholder is the Requesting  Holder,  such request shall not count as one
of the Requesting  Stockholder's demand registrations  hereunder. Any securities
so withdrawn by a Stockholder or by an Other Stockholder shall also be withdrawn
from  registration.  Except for registration  statements on Form S-4, S-8 or any
comparable  form or  successor  thereto,  the  Company  will not  file  with the
Commission  any other  registration  statement with respect to its Common Stock,
whether  for its own  account  or that of other  stockholders,  from the date of
receipt of a notice from  requesting  holders  pursuant to this Article II until
180 days after the effective date of such registration.

III.     Piggyback Registrations.

         A. If the  Company  at any time  after  the  date  hereof  proposes  to
register its Common Stock under the  Securities  Act (other than a  registration
statement  on Forms S-8 or S-4 or any  similar  or  successor  form or any other
registration  statement  relating  to  an  exchange  offer  or  an  offering  of
securities solely to the Company's  employees or security  holders),  whether or
not for sale for its own account including,  without limitation,  as a result of
the exercise of any demand  registration  rights (other than demand registration
rights held by or through  RSI(NJ)QRS 12-13, Inc. to the extent exercised within
one year after the date of the Agreement),  whether pursuant to Article II above
or otherwise, pursuant to a registration statement on which it is permissible to
register Registrable Securities for sale to the public under the Securities Act,
it will each such time give written notice to all  Stockholders of its intention
to do so at least 30 days prior to the date of filing the proposed  registration
statement and of such Stockholder's  rights hereunder.  Upon the written request
of a Stockholder made within 25 days after the receipt of any such notice (which
request shall specify the Registrable  Securities  intended to be disposed of by
such  Stockholder),  the Company will use its reasonable  best efforts to effect
the  registration  under the Securities Act of all Registrable  Securities which
the Company has been so  requested  to  register.  If a  registration  requested
involves an underwritten public offering, a Participating Stockholder may elect,
in writing prior to the effective date of the  registration  statement  filed in
connection


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with such registration,  not to register such securities in connection with such
registration. The Company may terminate its efforts to register such securities,
including  the  Registrable  Securities,  at any time  without  liability to any
Participating Stockholder.

         B. If a registration involves an underwritten offering and the managing
underwriter  advises the Company in writing that, in its opinion,  the amount of
securities  requested to be included in such registration by all selling holders
exceeds  the amount  which can be sold in such  offering,  so as to be likely to
have  an  adverse  effect  on  such  offering  as  contemplated  by the  Company
(including  the price at which the Company  proposes  to sell such  securities),
then the Company will include in such registration (i) first, 100% of either (A)
the Common  Stock the  Company  proposes  to sell on a primary  basis or (B) the
Common  Stock  a  Stockholder   proposes  to  sell  upon  exercise  of  "demand"
registration  rights  pursuant to Article II, (ii) second,  to the extent of the
amount of Registrable  Securities  requested to be included in such registration
which, in the opinion of such managing  underwriter,  can be sold without having
the adverse effect referred to above, the amount of Registrable Securities which
the holders have requested to be included in such  registration,  such amount to
be allocated pro rata among holders exercising  "piggyback"  registration rights
on the basis of the relative  number of shares of  securities  then held by each
such holder (provided,  that any securities thereby allocated to any such holder
that  exceed such  holder's  request  will be  reallocated  among the  remaining
requesting holders in like manner).

IV.      Registration Expenses.

         The Company shall be responsible  for any and all expenses  incident to
performance  of or  compliance  with the  registration  rights set forth in this
Agreement,  including,  without  limitation,  (i) all SEC and stock  exchange or
National Association of Securities Dealers,  Inc.  registration and filing fees,
(ii)  all  fees and  expenses  of  complying  with  securities  or blue sky laws
(including fees and  disbursements of counsel for the underwriters in connection
with blue sky  qualifications),  (iii) all  printing,  messenger,  and  delivery
expenses,  (iv) all fees and expenses incurred in connection with the listing of
the  securities on any securities  exchange or The Nasdaq Stock Market,  (v) the
fees and disbursements of counsel for the Company and of its independent  public
accountants,  including the expenses of any special audits and/or "cold comfort"
letters  required by or incident to such  performance and  compliance,  (vi) the
reasonable  fees and  disbursements  of one  counsel  selected  by a majority in
interest of the Participating  Stockholders to represent them in connection with
each such  registration,  and (vii) any fees and  disbursements  of underwriters
customarily  paid by the issuers or sellers of securities,  including  liability
insurance if the Company so desires, and the reasonable fees and expenses of any
special  experts  retained in connection  with the requested  registration,  but
excluding underwriting discounts and commissions and transfer taxes, if any.

V.       Registration Procedures.

         If and  whenever  the Company is  required  to use its best  efforts to
effect  or cause  the  registration  of any  Registrable  Securities  under  the
Securities Act as provided in this Agreement,  the Company will as expeditiously
as possible:


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         A. prepare and, in any event within 60 days after the end of the period
within which all other  requests for  registration  may be given to the Company,
file with the SEC a  registration  statement  with  respect to such  Registrable
Securities  and use its best  efforts to cause such  registration  statement  to
become effective;

         B. prepare and file with the SEC such  amendments  and  supplements  to
such registration  statement and the prospectus used in connection  therewith as
may be necessary to keep such registration  statement effective for a period not
in excess of 135 days and to 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 seller or  sellers  thereof  set forth in such  registration
statement;  provided, that before filing a registration statement or prospectus,
or any  amendments  or  supplements  thereto,  the Company  will  furnish to one
counsel  selected  by the holders of a majority  of the  Registrable  Securities
covered by such  registration  statement to represent all holders of Registrable
Securities  covered  by such  registration  statement,  copies of all  documents
proposed  to be filed,  which  documents  will be  subject to the review of such
counsel;

         C. furnish to each seller of such Registrable Securities such number of
copies of such  registration  statement  and of each  amendment  and  supplement
thereto  (in each case  including  all  exhibits),  such number of copies of the
prospectus included in such registration  statement  (including each preliminary
prospectus and summary  prospectus),  in conformity with the requirements of the
Securities Act, and such other  documents as such seller may reasonably  request
in order to facilitate  the  disposition of the  Registrable  Securities by such
seller;

         D. use its  best  efforts  to  register  or  qualify  such  Registrable
Securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions  where such registration or qualification is
required  and which seller shall  reasonably  request,  and do any and all other
acts and things  which may be  reasonably  necessary or advisable to enable such
seller to consummate the  disposition in such  jurisdictions  of the Registrable
Securities owned by such seller,  except that the Company shall not for any such
purpose be required to qualify  generally to do business as a foreign Company in
any  jurisdiction  where,  but for the requirements of this clause (d), it would
not be obligated to be so qualified,  to subject  itself to taxation in any such
jurisdiction,  or  to  consent  to  general  service  of  process  in  any  such
jurisdiction;

         E. use its best efforts to cause such Registrable 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 seller or
sellers thereof to consummate the disposition of such Registrable Securities;

         F. immediately notify the Participating Stockholders at any time when a
prospectus relating thereto is required to be delivered under the Securities Act
within the appropriate period mentioned in clause (b), of the Company's becoming
aware that the prospectus  included in such registration  statement,  as then in
effect,  includes  an untrue  statement  of a material  fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein


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not  misleading  in the light of the  circumstances  then  existing,  and at the
request  of  a   Participating   Stockholder,   prepare   and  furnish  to  such
Participating  Stockholder  a  reasonable  number  of copies  of an  amended  or
supplemental  prospectus as may be necessary so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus shall not include
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements  therein not misleading
in the light of the  circumstances  then existing.  If the Board determines that
such amended or supplemental  prospectus should not be prepared and filed due to
a valid need not to disclose  confidential  information  or because either would
materially  interfere  with  any  material  financing,  acquisition,   corporate
reorganization, or merger involving the Company, then the Company shall have the
right,  upon  giving the  notice  under  this  Article  V-F,  to  postpone  such
requirement to deliver an amended or supplemental prospectus for a single 60-day
period,  provided, that, (i) the period during which the Company is obligated to
keep the registration statement effective under Article V-B shall be extended by
the  duration of such  postponement  and (ii) the Company  states in such notice
that it is postponing  its delivery of such amended or  supplemental  prospectus
pursuant to this sentence;

         G. otherwise use its 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 (but not more than 15 months) after the effective date
of the  registration  statement,  an earnings  statement which shall satisfy the
provisions of Section 11(a) of the Securities Act and the rules and  regulations
promulgated thereunder;

         H. use its best  efforts  to list such  Registrable  Securities  on any
securities exchange (including without limitation the Nasdaq National Market) on
which the Common Stock is then listed,  if such  Registrable  Securities are not
already so listed and if such listing is then permitted  under the rules of such
exchange,  and to provide a transfer  agent and registrar  for such  Registrable
Securities  covered by such registration  statement not later than the effective
date of such registration statement;

         I. enter into such  customary  agreements  (including  an  underwriting
agreement in customary  form) and take such other actions  customarily  taken by
registrants  as sellers  of a majority  of such  Registrable  Securities  or the
underwriters,  if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities;

         J. use  commercially  reasonable  efforts  to  obtain a "cold  comfort"
letter or letters from the Company's independent public accountants in customary
form and  covering  matters of the type  customarily  covered by "cold  comfort"
letters as the seller or sellers of a majority  of such  Registrable  Securities
shall reasonably request; and

         K. make  available  for  inspection  by any seller of such  Registrable
Securities   covered  by  such  registration   statement,   by  any  underwriter
participating  in any disposition to be effected  pursuant to such  registration
statement and by any attorney,  accountant,  or other agent retained by any such
seller or any such  underwriter,  all  pertinent  financial  and other  records,
pertinent corporate  documents,  and properties of the Company, and cause all of
the  Company's  officers,


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directors,  and employees to supply all information  reasonably requested by any
such seller, underwriter, attorney, accountant, or agent in connection with such
registration statement.

         As a condition  to the  Company's  obligation  under this  Article V to
cause a registration  statement or an amendment to be filed,  or Common Stock to
be included in the registration statement,  each Participating Stockholder shall
provide such  information  and execute such  documents  (including any customary
agreement or undertaking relating to expenses,  indemnification or other matters
to  the  extent  consistent  with  the  provisions  of  this  Agreement)  as may
reasonably be required by the Company in connection with such  registration.  In
addition,  Participating Stockholders shall provide counsel for the Company with
such documents and information as may be reasonably requested by counsel for the
Company.

VI.      Indemnification.

         A. In the event of any  registration  of any  securities of the Company
under the Securities  Act, the Company will,  and it hereby does,  indemnify and
hold harmless,  to the extent permitted by law, all Participating  Stockholders,
each of their affiliates,  and their respective directors and officers,  general
and limited partners or members (and the directors,  officers,  affiliates,  and
controlling  Persons  thereof),   each  other  Person  who  participates  as  an
underwriter in the offering or sale of such securities and each other Person, if
any, who controls such seller or any such underwriter  within the meaning of the
Securities Act (collectively,  the "Indemnified  Parties"),  against any and all
losses, claims, damages, or liabilities, joint or several, and expenses to which
such seller, any such director or officer, general or limited partner, or member
or affiliate or any such  underwriter or  controlling  Person may become subject
under the  Securities  Act,  common law or  otherwise,  insofar as such  losses,
claims,  damages,  or liabilities (or actions or proceedings in respect thereof,
whether commenced or threatened,  and whether or not such Indemnified Party is a
party  thereto)  arise  out of or are based  upon (a) any  untrue  statement  or
alleged  untrue  statement of any material  fact  contained in any  registration
statement under which such securities were registered  under the Securities Act,
any preliminary, final, or summary prospectus contained therein or any amendment
or supplement  thereto, or (b) 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  the  Company  will  reimburse  such
Indemnified Party for any legal or any other expenses  reasonably incurred by it
in connection with  investigating or defending any such loss, claim,  liability,
action,  or  proceeding;  provided,  that the Company shall not be liable to any
Indemnified  Party in any such case to the  extent  that any such  loss,  claim,
damage,  liability  (or action or  proceeding  in respect  thereof),  or expense
arises  out of or is based  upon (i) any  untrue  statement  or  alleged  untrue
statement or omission or alleged omission made in such registration statement or
amendment or supplement  thereto or in any such  preliminary,  final, or summary
prospectus  in reliance  upon and in conformity  with written  information  with
respect  to a  Participating  Stockholder  furnished  to  the  Company  by  such
Participating  Stockholder for use in the preparation thereof, or (ii) an untrue
statement  or  alleged  untrue  statement,  omission  or alleged  omission  in a
prospectus if such untrue  statement or alleged  untrue  statement,  omission or
alleged  omission is corrected in an amendment or supplement to such  prospectus
which amendment or supplement is delivered to such Participating  Stockholder


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in a  timely  manner  and such  Participating  Stockholder  thereafter  fails to
deliver such prospectus as so amended or  supplemented  prior to or concurrently
with  the sale of such  Registrable  Securities  to the  Person  asserting  such
damages.  The indemnity agreements shall not apply to amounts paid in settlement
of claims if such  settlement is effectuated  without the consent of the Company
(which shall not be  unreasonably  withheld or delayed).  Such  indemnity  shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf of such seller or any Indemnified Party and shall survive the transfer of
such securities by such seller.

         B. In the event of any  registration  of any  securities of the Company
under the Securities Act, each prospective seller thereunder will, and it hereby
does,  indemnify and hold harmless (in the same manner and to the same extent as
set forth in Article VI-A) the Company, with respect to any statement or alleged
statement in or omission or alleged omission from such  registration  statement,
any  preliminary,  final,  or  summary  prospectus  contained  therein,  or  any
amendment or supplement,  if such statement or alleged  statement or omission or
alleged  omission  was made in  reliance  upon and in  conformity  with  written
information  with respect to such seller furnished to the Company by such seller
for use in the preparation of such registration statement, preliminary, final or
summary  prospectus or amendment or supplement,  or a document  incorporated  by
reference  into any of the  foregoing;  provided,  however,  that the  indemnity
agreement  contained  in this  Article  VI-B shall not apply to amounts  paid in
settlement of any loss, claim, damage,  liability, or action arising pursuant to
a registration if such settlement is effected without the consent of such seller
(which consent shall not be unreasonably withheld).  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
the  Company  or any of the  prospective  sellers,  or any of  their  respective
affiliates,  directors,  officers,  or controlling Persons and shall survive the
transfer of such securities by such seller.  Notwithstanding the foregoing,  the
obligations  of each  prospective  Seller to  indemnify  shall be  limited to an
amount  equal  to the  proceeds  to  each  such  Seller  of  securities  sold as
contemplated herein.

         C. Promptly after receipt by an indemnified  party hereunder of written
notice of the  commencement  of any action or proceeding with respect to which a
claim  for  indemnification  may be made  pursuant  to  this  Article  VI,  such
indemnified  party will, if a claim in respect  thereof is to be made against an
indemnifying  party,  give written notice to the latter of the  commencement  of
such action;  provided, that the failure of the indemnified party to give notice
as provided herein shall not relieve the  indemnifying  party of its obligations
under this  Article  VI,  except to the extent  that the  indemnifying  party is
actually  prejudiced by such failure to give notice.  In case any such action is
brought  against  an  indemnified  party,  unless  in such  indemnified  party's
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying  parties may exist in respect of such claim, the indemnifying party
will be entitled to  participate in and to assume the defense  thereof,  jointly
with any other  indemnifying  party similarly notified to the extent that it may
wish, with counsel reasonably  satisfactory to such indemnified party, and after
notice from the indemnifying  party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party for any legal or other expenses  subsequently  incurred by the
latter in  connection  with the  defense  thereof.  No  indemnifying  party will
consent to entry of any


                                     - 9 -


<PAGE>


judgment or enter into any settlement which does not include as an unconditional
term thereof,  the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.

         D.  Indemnification  similar to that specified herein (with appropriate
modifications)  shall be given by the  Company  and each  seller of  Registrable
Securities with respect to any required  registration or other  qualification of
securities  under  any  federal  or  state  law or  regulation  or  governmental
authority other than the Securities Act.

VII.     Hold-Back Agreements

         In  connection  with each public  offering,  each  Stockholder  and the
Company shall agree not to effect any public sale or distribution, including any
sale pursuant to Rule 144 under the Securities Act, of any equity  securities of
the Company, or of any security  convertible into or exchangeable or exercisable
for any equity security of the Company (in each case, other than as part of such
underwritten  public  offering),  within  seven days  before or 90 days (or such
lesser period as the managing  underwriters may permit) after the effective date
of such  registration;  provided that a Stockholder  shall be so limited only if
notice of the effective  date of such  registration  statement has been given to
such  Stockholder.  The Company  hereby  also agrees to use its best  efforts to
cause as the managing  underwriters  may require each other holder  ("Non-Public
Holders")  of any  equity  security,  or of any  security  convertible  into  or
exchangeable or exercisable for any equity  security,  of the Company  purchased
from the Company (at any time other than in a public  offering) to so agree. The
foregoing provisions shall not apply to any holder of Registrable  Securities if
such holder is prevented by applicable  statute or regulation from entering into
any such agreement;  provided, however, that any such holder shall undertake, in
its request to participate in any such underwritten  offering, not to effect any
public sale or  distribution of Registrable  Securities  (except as part of such
underwritten  registration)  during such period  unless it has  provided 45 days
prior written notice of such sale or distribution to the managing underwriter or
underwriter.

VIII.    Rule 144 Reporting

         With a view to making  available  the  benefits  of  certain  rules and
regulations  of the  Commission  which  may  permit  the sale of the  Restricted
Securities to the public without registration, the Company agrees to:

         1.  make and keep  public  information  available  as those  terms  are
understood  and  defined  and  interpreted  in and  under  Rule  144  under  the
Securities  Act,  as tall times from and after  ninety (90) days  following  the
effective date of the first  registration  under the Securities Act filed by the
Company for an offering of its securities to anyone other than its employees;

         2. use its best efforts to file with the  Commission in a timely manner
all reports and other documents required of the Company under the Securities Act
and the Securities  Exchange Act at any time after it has become subject to such
reporting requirements; and


                                     - 10 -


<PAGE>


         3. so long as the holder of Registrable  Securities owns any Restricted
Securities, furnish to such holder forthwith upon request a written statement by
the Company as to its compliance with the reporting  requirements of Rule 144, a
copy of the most recent  annual or  quarterly  report of the  Company,  and such
other  reports and documents so filed as such holder may  reasonably  request in
availing  itself  of any  rule or  regulation  of the  Commission  allowing  the
purchaser to sell any such securities without registration.

IX.      Miscellaneous

         A. Amendment and Modification.  This Agreement may be amended only in a
writing  executed by all the  parties  hereto.  No course of dealing  between or
among any Persons having any interest in this Agreement will be deemed effective
to  modify,  amend or  discharge  any part of this  Agreement  or any  rights or
obligations of any person under or by reason of this Agreement.

         B. Successors and Assigns; Entire Agreement.  This Agreement and all of
the  provisions  hereof  shall be binding  upon and inure to the  benefit of the
parties  hereto  and their  respective  successors  and  permitted  assigns  and
executors,  administrators  and heirs.  In addition,  whether or not any express
assignment has been made,  the  provisions of this  Agreement  which are for the
benefit of  purchasers  or holders of  Registrable  Securities  are also for the
benefit of, and enforceable by, any subsequent holder of Registrable Securities.
This Agreement,  together with the Securities Purchase Agreement,  Stockholders'
Agreement  and  the  ancillary   agreements  and  instruments  entered  into  in
connection  herewith  and  therewith,   sets  forth  the  entire  agreement  and
understandings among the parties as to the subject matter hereof and thereof and
merges and supersedes all prior discussions and  understandings of any and every
nature among them.

         C.  Separability.  In the event that any provision of this Agreement or
the  application of any provision  hereof is declared to be illegal,  invalid or
otherwise unenforceable by a court of competent  jurisdiction,  the remainder of
this Agreement  shall not be affected  except to the extent  necessary to delete
such illegal,  invalid or  unenforceable  provision  unless that  provision held
invalid shall  substantially  impair the benefits of the  remaining  portions of
this Agreement.

         D.  Notices.  All  notices,   requests,   claims,   demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given when delivered in person, by cable, telegram,  facsimile transmission
with  confirmation  of receipt,  or telex,  or by registered  or certified  mail
(postage  prepaid,  return  receipt  requested)  to the  respective  parties  as
follows:


                                     - 11 -


<PAGE>


         If to the Company, to:

                                 Rheometric Scientific, Inc.
                                 One Possumtown Road
                                 Piscataway, NJ 08854
                                 Fax: (732) 560-7451

                                 with a copy to:

                                 Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                                 One Riverfront Plaza
                                 Newark, NJ 07102
                                 Attention: Jeffrey A. Baumel, Esq.
                                 Fax: 973-596-0545

         If to Investor, to:


                                 Andlinger Capital XXVI LLC
                                 c/o Andlinger & Company, Inc.
                                 303 South Broadway, Suite 229
                                 Tarrytown, NY 10591
                                 Attention: Stephen A. Magida
                                 Fax: 914-332-4977


                                 with a required copy to:

                                 Dechert Price & Rhoads
                                 30 Rockefeller Plaza
                                 New York, NY 10112
                                 Attention:  Paul Gluck, Esq.
                                 Fax: 212-698-3599


                                     - 12 -


<PAGE>


         If to Axess, to:

                                 Axess Corporation
                                 100 Interchange Boulevard
                                 Newark, DE 19711
                                 Attn:  Richard J. Giacco, President
                                 Fax: 302-452-6610

                                 with a required copy to:

                                 John J. Oberdorf, Esq.
                                 St. John & Wayne, LLC
                                 Two Penn Plaza East
                                 Newark, NJ 07105
                                 Fax: 973-491-3555

or to such  other  address  as the  Person  to whom  notice  is  given  may have
previously  furnished  to the others in  writing  in the manner set forth  above
(provided  that  notice of any change of address  shall be  effective  only upon
receipt thereof).

         E. Governing Law. The validity, performance, construction and effect of
this  Agreement  shall be  governed  by and  construed  in  accordance  with the
internal law of New York,  without  giving  effect to principles of conflicts of
laws.

         F.  Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not constitute a part of this Agreement, nor shall they
affect their meaning, construction or effect.

         G.  Counterparts.  This  Agreement  may be  executed  in  two  or  more
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 instrument.

         H. Further Assurances.  Each party shall cooperate and take such action
as may be  reasonably  requested  by  another  party in  order to carry  out the
provisions  and purposes of this  Agreement  and the  transactions  contemplated
hereby.


         I. Effectiveness;  Termination.  This Agreement shall be effective upon
the  consummation of the  transactions  on the Closing Date  contemplated by the
Securities Purchase Agreement and, unless sooner terminated, shall terminate ten
years after the date of this  Agreement and any additional  period  permitted by
law,  provided  that the  indemnification  rights and  obligations  set forth in
Article VI hereof shall survive the termination of this Agreement.


         J.  Remedies.  In the event of a breach or a  threatened  breach by any
party to this  Agreement  of its  obligations  under this  Agreement,  any party
injured  or to be injured by such  breach,  in  addition  to being  entitled  to
exercise  all rights  granted by law,  including  recovery of


                                     - 13 -


<PAGE>


damages,  will be  entitled  to specific  performance  of its rights  under this
Agreement,  it being  agreed by the  parties  that the remedy at law,  including
monetary damages,  for breach of such provision will be inadequate  compensation
for any loss and that any defense in any action for specific  performance that a
remedy at law would be adequate is waived.

         K. Party No Longer  Owning  Registrable  Securities.  If a party hereto
ceases to own any Registrable Securities, such party will no longer be deemed to
be  a   Stockholder   for  purposes  of  this   Agreement;   provided  that  the
indemnification  rights and  obligations  set forth in  Article VI hereof  shall
survive any such cessation of ownership.

         L. Pronouns. Whenever the context may require, any pronouns used herein
shall be deemed also to include the corresponding neuter,  masculine or feminine
forms.


                                     - 14 -


<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Registration
Rights Agreement as of the day and year first above written.

                                  RHEOMETRIC SCIENTIFIC, INC.


                                  By:   /s/ Richard J. Giacco
                                        ------------------------------
                                        Name:  Richard J. Giacco
                                        Title:  Vice President


                                  ANDLINGER CAPITAL XXVI LLC



                                  By:   /s/ Merrick G. Andlinger
                                        -------------------------------
                                        Name:  Merrick G. Andlinger
                                        Title:  Authorized Signatory


                                  AXESS CORP.



                                  By:   /s/ Richard J. Giacco
                                        --------------------------------
                                        Name:  Richard J. Giacco
                                        Title:  President