REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION RIGHTS AGREEMENT,  dated as of December 16, 1999,
by and among Evercel,  Inc., a Delaware  corporation  (the  "Company"),  and the
persons listed on Schedule 1 to this Agreement (the "Purchasers").

                                    RECITALS:

                  WHEREAS,  Purchasers  are  acquiring  shares of the  Company's
Preferred  Stock and the  Warrants to purchase  shares of the  Company's  Common
Stock; and

                  WHEREAS,  the Purchasers  wish to acquire,  and the Company is
willing to grant,  certain registration rights with respect to the shares of the
Company's  Common Stock which such  Purchasers  now or may hereafter  own, which
rights are set forth herein.

                  NOW,  THEREFORE,  in  consideration of the premises and mutual
covenants  and  agreements of the parties as set forth herein and other good and
valuable  consideration,  receipt of which is hereby  acknowledged,  the parties
hereto agree as follows:

                Section 1. Definitions. As used in this Agreement, the following
terms shall have the following  respective meanings:

                  "Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

                  "Common Stock" shall mean the Company's Common Stock, $.01 par
value per share.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended,  and the rules and  regulations  thereunder,  and shall  include any
successor statute.

                  "Holder"  shall  mean any  holder of  outstanding  Registrable
Securities.

                  "Initiating  Holders" shall mean,  with respect to the request
for  registration  pursuant to Section 2 hereof,  any Holder or group of Holders
who in the  aggregate  are Holders of a majority  of the shares of Common  Stock
then owned by the  Holders.  For purposes of this  definition,  shares of Common
Stock  issuable upon  conversion of the Preferred  Stock and/or upon exercise of
the Warrants shall be deemed shares of Common Stock owned by such Purchaser.

                  "Other  Stockholders"  has  the  meaning  given  such  term in
Section 2(a).

                  "Preferred   Stock"   shall  mean  the  Series  A   Cumulative
Convertible  Preferred  Stock of the  Company,  $.01 par value and the  Series B
Cumulative Convertible Preferred Stock of the Company, $.01 par value.



<PAGE>


                  "Register,"  "registered" and "registration"  shall refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act,  and the  declaration  or ordering of the
effectiveness of such registration statement.

                  "Registered  Securities"  shall  mean  Registrable  Securities
which have been  registered  under the Securities Act pursuant to a registration
statement filed with and declared effective by the Commission.

                  "Registrable  Securities"  shall mean issued  shares of Common
Stock or  shares  of Common  Stock  then  issuable  (i) upon  conversion  of the
Preferred  Stock,  (ii) upon  exercise of the Warrants and (iii) with respect to
shares  of  Common  Stock  issued by way of any  stock  split,  stock  dividend,
recapitalization,  pre-emptive  rights or  similar  event  with  respect  to the
Preferred Stock or Warrants.  For purposes of this Agreement,  a Person shall be
deemed to be a holder of Registrable Securities,  and the Registrable Securities
shall be  deemed  to be in  existence,  whenever  such  Person  has the right to
acquire directly or indirectly such  Registrable  Securities (upon conversion or
exercise,  in  connection  with a  transfer  of  securities  or  otherwise,  but
disregarding  any  restrictions or limitations upon the exercise of such right),
whether or not such  acquisition  has actually  been  effected,  and such Person
shall be entitled to exercise the rights of a holder of  Registrable  Securities
hereunder.  As to any particular  Registrable  Securities,  such securities will
cease to be  Registrable  Securities  when  they have  ceased  to be  Restricted
Securities;  provided, however, that any securities which cease to be Restricted
Securities  solely  because they have become  eligible for transfer  pursuant to
Rule 144 will not cease to be  Registrable  Securities  until they have actually
been sold in compliance with Rule 144 or become subject to Rule 144(k).

                  "Registration  Expenses"  shall mean all expenses  incurred by
the Company in compliance with Sections 2, 3, 5 and 6 hereof, including, without
limitation,  all  registration,  filing and National  Association  of Securities
Dealers  fees,  all fees and expenses of complying  with  securities or blue sky
laws,  all  word  processing,  duplicating  and  printing  expenses,  messenger,
telecommunications, mailing and delivery expenses, the fees and disbursements of
counsel for the Company and of its independent public accountants, including the
expenses of any special audits or "cold comfort" letters required by or incident
to such performance and compliance,  the fees and disbursements  incurred by the
holders of  Registrable  Securities  to be  registered  (including  the fees and
disbursements  of one law firm  retained  by such  Holders  in  accordance  with
Sections 2 or 3 hereof),  premiums  and other  costs of  policies  of  insurance
against  liabilities  arising  out of the  public  offering  of the  Registrable
Securities  being  registered  and any fees and  disbursements  of  underwriters
customarily  paid by issuers or sellers of  securities,  but  excluding  Selling
Expenses, if any, provided that, in any case where Registration Expenses are not
to be borne by the Company,  such expenses shall not include salaries of Company
personnel or general overhead expenses of the Company,  auditing fees,  premiums
or other expenses  relating to liability  insurance  required by underwriters of
the Company or other  expenses for the  preparation  of financial  statements or
other  data  normally  prepared  by the  Company in the  ordinary  course of its
business or which the Company would have incurred in any event.

                  "Restricted  Securities"  shall  mean  the  securities  of the
Company  required to bear or bearing the legend set forth in Section 6(a)(ix) of
the  Subscription  Agreement of even date  herewith by and among the Company and
the other parties named therein.
<PAGE>

                  "Rule  144"  shall  mean  Rule  144   promulgated   under  the
Securities Act, or any successor rule then in force.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended,  and the rules  and  regulations  thereunder,  and  shall  include  any
successor statute.

                  "Selling  Expenses" shall mean all underwriting  discounts and
selling commissions applicable to the sale of Registrable Securities.

                  "Warrants"  shall  mean the  warrants  to  purchase  shares of
Common  Stock  issued  pursuant  to the  Subscription  Agreement  dated the date
herewith and the  warrants to purchase  shares of Common Stock issued to Burnham
Securities Inc., as placement agent.

                  Section 2.        Requested Registration.
                                    ----------------------

                  (a) Request for Registration. If, on or after six months after
the date hereof,  the Company shall receive from any Initiating  Holder entitled
to make such request a written request that the Company effect any  registration
with respect to all or part of the Registrable Securities, the Company will:

                           (1)      promptly give written notice of the proposed
         registration to all other Purchasers other than the Initiating Holders;
         and

                           (2) as soon as  practicable,  use its  diligent  best
         efforts to effect such registration (including, without limitation, the
         execution  of  an  undertaking  to  file   post-effective   amendments,
         appropriate  qualification  under  applicable  blue sky or other  state
         securities laws and appropriate  compliance with the Securities Act) as
         may be so  requested  and as would  permit or  facilitate  the sale and
         distribution of all or such portion of such  Registrable  Securities as
         are specified in such request, together with all or such portion of the
         Registrable Securities of any Holder or Holders joining in such request
         as are  specified in a written  request given within  twenty-five  (25)
         days after receipt of such written notice from the Company  pursuant to
         Sections 2 or 3 hereof;  provided,  however, that the Company shall not
         be  obligated  to effect,  or to take any  action to  effect,  any such
         registration  pursuant to this Section 2 after the Company has effected
         a total of two  registrations  pursuant to this Section 2, and all such
         registrations  have been  declared  or  ordered  effective,  maintained
         effective  for at least  nine  months  (or less if all the  Registrable
         Securities included therein are sooner sold).

Subject to the foregoing  subsection  (2), the Company shall file a registration
statement  covering the Registrable  Securities so requested to be registered as
soon as  practicable  after receipt of the request or requests of the Initiating
Holders.   For   purposes   of  a   registration   under   this   Section  2,  a
majority-in-interest  of the  Initiating  Holders  requesting  any  registration
pursuant to this Section 2 shall have the right to select the counsel for all of
the selling Holders.
<PAGE>

                  Notwithstanding  the  foregoing,  the  Company  may  delay the
filing of any registration  statement requested pursuant to this Section 2 for a
reasonable  period of time  (not to  exceed 60 days) if within  five days of the
decision  of the board of  directors  of the Company to delay such  filing,  the
Company  provides  the  Initiating  Holders  with a  certificate  signed  by the
Chairman of the Board of  Directors  of the Company  stating  that,  in the good
faith  judgment  of the board of  directors  of the  Company,  the filing of the
registration  statement  would require  disclosure of information  not otherwise
then required to be disclosed and that such disclosure  would  adversely  affect
any material business opportunity,  transaction or negotiation then contemplated
by the Company.  The Company shall give prompt notice to the Initiating  Holders
of the end of any delay period under this subsection.

                  The  registration  statement  filed pursuant to the request of
the  Initiating  Holders may,  subject to the  provisions of Section 2(b) below,
include Registrable Securities for which inclusion in the registration statement
is  requested   pursuant  to  Section  3,  securities  (other  than  Registrable
Securities)  of the  Company  which are held by  officers  or  directors  of the
Company  or which are held by  persons  who,  by virtue of  agreements  with the
Company,  are entitled to include their securities in any such registration (the
"Other Stockholders"), or securities of the Company for its own account.

                  Notwithstanding  the  foregoing,  the  Company  shall  not  be
required to effect registration under this Section 2 if counsel for the Company,
reasonably acceptable to the Holders requesting  registration,  shall deliver an
opinion  reasonably  acceptable  to the Holders  requesting  registration  that,
pursuant to Rule 144 under the  Securities  Act or  otherwise,  such Holders can
publicly  sell the  Registrable  Securities  as to which  registration  has been
requested  without  registration  under  the  Securities  Act  and  without  any
limitation  with  respect to  offerees,  manner of  offering  or the size of the
transaction.

                  (b)  Underwriting.   If  the  Initiating   Holders  intend  to
distribute the  Registrable  Securities  covered by their request by means of an
underwriting,  they shall so advise the Company as a part of their  request made
pursuant to Section 2 and the Company  shall  include  such  information  in the
written notice referred to in Section 2(a)(1) above. A  majority-in-interest  of
the Initiating  Holders included in any registration  pursuant to this Section 2
shall have the right to select the lead investment  banker and manager,  and any
co-managers, to administer the offering, subject to the Company's approval which
will not be  unreasonably  withheld.  The right of any  Holder  to  registration
pursuant to this Section 2 shall be conditioned upon such Holder's participation
in such underwriting and the inclusion of such Holder's  Registrable  Securities
in the underwriting (unless otherwise mutually agreed by a  majority-in-interest
of the Initiating Holders and such Holder with respect to such participation and
inclusion) to the extent provided herein.
<PAGE>

                  If officers or directors of the Company or Other  Stockholders
holding securities of the Company shall request inclusion in any registration to
be effected pursuant to Section 2, the Initiating Holders shall offer to include
the  securities  of such  officers,  directors  and  Other  Stockholders  in the
underwriting  and may  condition  such offer on their  acceptance of the further
applicable  provisions of this  Agreement.  The Company shall (together with all
officers,  directors  and  Other  Stockholders  proposing  to  distribute  their
securities  through such underwriting)  enter into an underwriting  agreement in
customary  form  with  the  underwriter  or   underwriters   selected  for  such
underwriting.  Notwithstanding  any other  provision  of this  Section 2, if the
managing  underwriter  advises the  Initiating  Holders that  marketing  factors
require a limitation on the number of shares to be underwritten,  the securities
of the Company (other than Registrable Securities) held by officers or directors
of the  Company  shall be  excluded  from  such  registration  to the  extent so
required  by such  limitation  (pro rata  based  upon the  number of  securities
requested to be included in such  registration  by each such  person),  and if a
further  limitation of the number of shares is required,  the  securities of the
Company (other than Registrable  Securities) held by Other Stockholders shall be
excluded  from such  registration  to the extent so required by such  limitation
(pro rata based upon the number of  securities  requested to be included in such
registration  by each such person) and if a further  limitation of the number of
shares is  required,  the  Initiating  Holders  shall so advise  all  Holders of
Registrable  Securities requesting  registration pursuant to this Section 2, and
the  number of shares of  Registrable  Securities  that may be  included  in the
registration  and  underwriting  shall be  allocated  among all such  Holders in
proportion,  as nearly as practicable,  to the respective amounts of Registrable
Securities  which they had requested to be included in such  registration at the
time of filing the  registration  statement.  No  Registrable  Securities or any
other securities  excluded from the underwriting by reason of the  underwriter's
marketing  limitation shall be included in such  registration.  If any Holder of
Registrable Securities, officer, director or Other Stockholder who has requested
inclusion in such registration as provided above disapproves of the terms of the
underwriting,  such person may elect to withdraw  therefrom by written notice to
the Company, the managing underwriter and the Initiating Holders. The securities
so  withdrawn  shall  also  be  withdrawn  from  registration.  If the  managing
underwriter  has not  limited  the  number of  Registrable  Securities  or other
securities to be  underwritten,  the Company may include its  securities for its
own account in such  registration  if the managing  underwriter so agrees and if
the number of Registrable  Securities and other securities which would otherwise
have been included in such  registration  and  underwriting  will not thereby be
limited unless the inclusion of Company securities in such registration will, in
the reasonable  judgment of the managing  underwriter,  have a material  adverse
affect on the anticipated offering price.

                  Section 3.        Piggyback Registration.
                                    ----------------------

                  (a) If the Company  shall  determine  to  register  any of its
securities  either for its own  account or the  account of a security  holder or
holders exercising their respective demand  registration  rights,  including any
rights granted  pursuant to Section 2 hereof,  other than a registration  on any
form which does not permit secondary sales or does not include substantially the
same information as would be required to be included in a registration statement
covering the sale of Registrable Securities, the Company will:

                           (i)  promptly  give to  each  Holder  written  notice
                  thereof  (which shall include a list of the  jurisdictions  in
                  which  the  Company   intends  to  attempt  to  qualify   such
                  securities  under  the  applicable  blue  sky or  other  state
                  securities laws); and

                           (ii)  include in such  registration  (and any related
                  qualification under blue sky laws or other compliance), and in
                  any  underwriting   involved  therein,   all  the  Registrable
                  Securities  specified in a written request or requests made by
                  any Holder within  twenty-five  (25) days after receipt of the
                  written notice from the Company described in clause (i) above,
                  except  as set  forth in  Section  3(b)  below.  Such  written
                  request may  specify  all or a part of a Holder's  Registrable
                  Securities.
<PAGE>

For  purposes of any  registration  pursuant to this  Section 3 the Holders of a
majority-in-interest of the Registrable Securities to be registered shall choose
the counsel for all of the selling Holders.

                  (b)  Underwriting.  If the  registration  of which the Company
gives notice is for a registered public offering involving an underwriting,  the
Company  shall so advise  the  Holders  as a part of the  written  notice  given
pursuant  to  Section  3(a)(i).   All  Holders  proposing  to  distribute  their
securities  through such  underwriting  shall (together with the Company and the
Other  Stockholders  distributing  their securities  through such  underwriting)
enter into an underwriting  agreement  mutually  agreeable to the underwriter or
underwriters  selected  by  the  Company  and  each  selling  Holder,  it  being
understood  that the Company shall have no liability to any selling Holder which
cannot  reach  agreeable  terms  with the  underwriter(s)  and the  sole  remedy
available  to any  selling  Holder  which  does not agree  with the terms of the
underwriting   agreement   is  to  not   participate   in   such   underwriting.
Notwithstanding  any  other  provision  of  this  Section  3,  if  the  managing
underwriter  advises the Company that marketing  factors require a limitation on
the number of shares to be underwritten, the Company shall so advise all holders
of securities  requesting  registration,  and the number of shares of securities
that are entitled to be included in the registration  and underwriting  shall be
allocated in the following  manner:  the  securities of the Company  (other than
Registrable  Securities)  held by officers and directors of the Company shall be
excluded from such  registration and underwriting to the extent required by such
limitation  (pro rata  based  upon the  number  of  securities  requested  to be
included in such registration by each such person), and, if a further limitation
on the number of shares is required,  the  securities of the Company (other than
Registrable  Securities) held by Other  Stockholders shall be excluded from such
registration  to the extent required by such limitation (pro rata based upon the
number of securities  requested to be included in such registration by each such
person),  and if a further  limitation on the number of shares is required,  the
number of shares that may be included in the registration and underwriting shall
be allocated  among all such Holders  requesting  inclusion in the  registration
pursuant  to this  Section 3 in  proportion,  as nearly as  practicable,  to the
respective  amounts of  Registrable  Securities  which they had  requested to be
included in such registration at the time of filing the registration  statement.
If any  Holder of  Registrable  Securities  or any  officer or  director  of the
Company or Other Stockholder  disapproves of the terms of any such underwriting,
he may elect to  withdraw  therefrom  by written  notice to the  Company and the
managing underwriter. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.  Any
registration  solely  pursuant to this  Section 3 shall not  constitute a demand
registration under Section 2(a)(2) hereof.

                  Section 4. Expenses of Registration. All Registration Expenses
incurred  in  connection  with any  registration,  qualification  or  compliance
pursuant  to this  Agreement  shall  be borne by the  Company,  and all  Selling
Expenses  shall be borne by the Holders of the securities so registered pro rata
on the basis of the number of their  shares so  registered;  provided,  however,
that the Company shall not be required to pay any Registration Expenses if, as a
result of the withdrawal of a request for registration by a majority-in-interest
of the Initiating  Holders (other than as a result of a material  adverse change
in the  Company's  business,  financial  condition or  operating  results or the
market for the Company's  stock or as a result of an event which  materially and
adversely  affects the Holders'  ability to sell their shares in compliance with
the  Federal  securities  laws),  the  registration  statement  does not  become
effective,  in which case the Initiating  Holders (other than Holders requesting
inclusion  in such  registration  pursuant to Section 3) and Other  Stockholders
requesting  registration  shall bear such Registration  Expenses pro rata on the
basis of the number of their shares so included in the registration request, and
provided, further, that such registration shall not be counted as a registration
pursuant  to Section  2(a)(2).  Notwithstanding  the  proviso  in the  preceding
sentence,  the Initiating Holders may elect to have such withdrawn  registration
count as a registration  pursuant to Section 2(a)(2), in which event the Company
shall bear all Registration Expenses relating to such withdrawn registration.
<PAGE>

                  Section 5.  Registration  on Form S-3.  After the  Company has
qualified  and for so long as the Company  continues to be qualified for the use
of Form S-3 or any successor  form,  in addition to the rights  contained in the
foregoing  provisions of this Agreement,  the Holders of Registrable  Securities
shall have the right to request  registrations  on Form S-3 (such requests shall
be in writing and shall state the number of shares of Registrable  Securities to
be disposed of and the intended  methods of  disposition  of such shares by such
Holder or Holders);  provided,  however, that the Company shall not be obligated
to file more than one Form S-3 in any six-month  period.  Any such  registration
shall not be counted as a registration pursuant to Section 2(a)(2).

                  Notwithstanding  the  foregoing,  the  Company  shall  not  be
required to effect registration under this Section 5 if counsel for the Company,
reasonably acceptable to the Holders requesting  registration,  shall deliver an
opinion  reasonably  acceptable  to the Holders  requesting  registration  that,
pursuant to Rule 144 under the  Securities  Act or  otherwise,  such Holders can
publicly  sell the  Registrable  Securities  as to which  registration  has been
requested  without  registration  under  the  Securities  Act  and  without  any
limitation  with  respect to  offerees,  manner of  offering  or the size of the
transaction.

                  Section  6.  Registration  Procedures.  In the  case  of  each
registration  effected by the Company  pursuant to this  Agreement,  the Company
will  keep  each  Holder  advised  in  writing  as to  the  initiation  of  each
registration  and  as  to  the  completion  thereof.  Whenever  the  holders  of
Registrable  Securities  have  requested  that  any  Registrable  Securities  be
registered pursuant to this Agreement,  the Company will use its best efforts to
effect  the  registration  and  the  sale  of  such  Registrable  Securities  in
accordance with the intended method of disposition thereof, and pursuant thereto
the Company will at its expense and as expeditiously as possible:

                  (a)  Prepare  and file  with  the  Commission  a  registration
statement with respect to such  Registrable  Securities and use its best efforts
to cause such registration  statement to become effective;  provided that before
filing a  registration  statement or  prospectus  or any amendment or supplement
thereto,  including documents incorporated by reference after the initial filing
of any registration  statement,  the Company shall furnish to the Holders of the
Registrable   Securities   covered  by  such  registration   statement  and  the
underwriters,  if any, copies of all such documents  proposed to be filed, which
documents will be subject to the review of such Holders and underwriters;
<PAGE>

                  (b) Prepare and file with the Commission  such  amendments and
post-effective  amendments  to a  registration  statement as may be necessary to
keep such  registration  effective  for a period of nine (9) months or until the
Holder or Holders have completed the distribution  described in the registration
statement relating thereto, whichever first occurs; provided,  however, that the
Company,  in good faith,  may delay the filing of any amendment or supplement to
the  Registration  Statement for a reasonable  period of time, not to exceed 120
days, in order to permit the Company (A) to effect  disclosure or disposition or
consummation of any transaction requiring  confidential treatment which is being
actively  pursued  at such  time  and  which  would  require  disclosure  in the
Registration  Statement or (B) to negotiate,  effect or complete any transaction
which the Company reasonably believes might be jeopardized, delayed or made more
costly to the Company by disclosure in the Registration Statement;  and provided
further, however, that (i) such 9 month period shall be extended for a period of
time equal to the  period  the  Holder  refrains  from  selling  any  securities
included in such  registration  in accordance  with the provisions of Section 12
hereof;  (ii) such 9 month period shall be extended by the number of days during
the  period  from and  including  the date of the giving of notice  pursuant  to
Section 6(e) hereof to and  including  the date when each Holder of  Registrable
Securities covered by such registration statement shall have received the copies
of the supplemented or amended  prospectus  contemplated by Section 6(e) hereof;
and (iii) in the case of any registration of Registrable  Securities on Form S-3
which are intended to be offered on a continuous or delayed basis,  such 9 month
period shall be  extended,  if  necessary,  to keep the  registration  statement
effective  until all such  Registrable  Securities are sold,  provided that Rule
415, or any successor  rule under the Securities  Act,  permits an offering on a
continuous or delayed basis,  and provided  further that applicable  rules under
the Securities Act governing the obligation to file a  post-effective  amendment
permit,  in lieu of filing a  post-effective  amendment  which (y)  includes any
prospectus  required by Section  10(a)(3) of the  Securities Act or (z) reflects
facts or events representing a material or fundamental change in the information
set forth in the registration  statement,  the incorporation by reference in the
registration statement of periodic reports filed pursuant to Section 13 or 15(d)
of the Exchange Act that contain the information  required to be included in (y)
and (z) above;

                  (c) Cause the related  prospectus  to be  supplemented  by any
required prospectus supplement, and, as so supplemented, to be filed pursuant to
Rule 424 under  the  Securities  Act;  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 or supplement to such prospectus;

                  (d) Furnish such number of  prospectuses  and other  documents
incident thereto,  including any amendment of or supplement to the prospectus as
a Holder from time to time may reasonably request;

                  (e) Notify each  seller of  Registered  Securities  covered by
such  registration  statement 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, 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,  in the light of the  circumstances  under  which they were
made, not misleading, and at the request of any such seller, prepare and furnish
to such seller a reasonable  number of copies of a supplement to or an amendment
of such  prospectus as may be necessary so that, as thereafter  delivered to the
purchasers of such shares, 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,  in the  light of the
circumstances under which they were made, not misleading;

                  (f) Cause all such Registered  Securities to be listed on each
securities  exchange on which similar  securities issued by the Company are then
listed or, if not then listed,  cause such Registered  Securities to be included
on  whatever  exchange  or  national  automated  quotation  system  the Board of
Directors determines is appropriate;
<PAGE>

                  (g) Provide a transfer  agent and registrar for all Registered
Securities and a CUSIP number for all such Registered  Securities,  in each case
not later than the effective date of such registration;

                  (h) Make  available for  inspection  during  regular  business
hours by any seller of Registrable Securities,  any underwriter participating in
any  disposition  pursuant to such  registration  statement,  and any  attorney,
accountant  or  other  agent   retained  by  any  such  seller  or   underwriter
(collectively,  the  "Inspectors"),  all financial and other records,  pertinent
corporate  documents and properties of the Company  (collectively the "Records")
as shall be reasonably  necessary to enable them to exercise their due diligence
responsibility,  and cause the  Company's  officers,  directors,  employees  and
independent  accountants to supply all information  reasonably requested by such
seller, underwriter, attorney or accountant in connection with such registration
statement.   Records  which  the  Company  determines,  in  good  faith,  to  be
confidential and which it notifies the Inspectors are confidential  shall not be
disclosed by the Inspectors unless (A) the disclosure of such Records is, in the
opinion of counsel for the selling  Holders,  reasonably  necessary  to avoid or
correct any  misstatement  or omission in the  registration  statement,  (B) the
release of such Records is ordered  pursuant to a subpoena or other order from a
court of  competent  jurisdiction,  or (C) the  disclosure  of such  Records  is
required by any governmental  regulatory body with  jurisdiction over any seller
of Registrable  Securities.  Such seller,  upon learning that disclosure of such
Records is sought in a court of competent jurisdiction, shall notify the Company
and allow the  Company,  at its  expense,  to  undertake  appropriate  action to
prevent disclosure of the Records deemed confidential;

                  (i) Cooperate  with the sellers of Registered  Securities  and
the managing  underwriter(s),  if any, to facilitate the timely  preparation and
delivery of  certificates  representing  the  Registered  Securities to be sold,
without any restrictive  legends,  in such  denominations and registered in such
names as the  managing  underwriter(s)  may request at least two  business  days
prior to any sale thereof to the underwriters, if applicable;

                  (j) Obtain from its accountants  "cold-comfort" letters, dated
the effective date of the registration  statement and the date of the closing of
the sale of the  Registered  Securities,  and  addressed  to the Company and the
selling Holders,  in form and substance as are customarily  issued in connection
with underwritten public offerings and otherwise reasonably  satisfactory to the
Company  and a  majority-in-interest  of  (i)  the  Initiating  Holders  if  the
registration  is pursuant to Section 2 or (ii) the selling  Holders in all other
cases;

                  (k) Obtain  from its  counsel  an  opinion,  addressed  to the
selling Holders,  with respect to the offering in form and substance  reasonably
satisfactory  to a  majority-in-interest  of (i) the  Initiating  Holders if the
registration  is pursuant to Section 2 or (ii) the selling  Holders in all other
cases;

                  (l)  Otherwise  use  its  best  efforts  to  comply  with  all
applicable  rules and regulations of the  Commission,  and make available to its
security  holders,  as soon as  reasonably  practicable,  an earnings  statement
covering  the  period of at least  twelve  months,  but not more  than  eighteen
months,  beginning  with  the  first  month  after  the  effective  date  of the
Registration Statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act;
<PAGE>

                  (m) In connection with any underwritten offering pursuant to a
registration  statement  filed  pursuant to Section 2 hereof,  the Company  will
enter into any underwriting  agreement  reasonably necessary to effect the offer
and  sale  of  Common  Stock,  provided  such  underwriting  agreement  contains
customary  underwriting,  indemnification  and  contribution  provisions,  which
indemnification  and contribution  provisions shall be in all material  respects
similar to the provisions of Section 7 hereof; provided, however, that no Holder
will be liable for indemnification or contribution in excess of the net proceeds
such Holder received in the offering;

                  (n)  Use  its  best   efforts  to  register  or  qualify  such
Registrable  Securities  under  such other  securities  or blue sky laws of such
jurisdictions  as any seller  reasonably  requests 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 (provided that the Company will not be required
to (i) qualify  generally to do business in any jurisdiction  where it would not
otherwise be required to qualify but for this subparagraph,  (ii) subject itself
to  taxation in any such  jurisdiction  or (iii)  consent to general  service of
process in any such jurisdiction);

                  (o) 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
sellers  thereof to consummate the disposition of such  Registrable  Securities;
and

                  (p) Take all such other actions as the  underwriters,  if any,
and a majority-in-interest  of (i) the Initiating Holders if the registration is
pursuant to Section 2 or (ii) the selling Holders in all other cases  reasonably
request in order to expedite or facilitate the  disposition of such  Registrable
Securities   (including,   without  limitation,   effecting  a  stock  split  or
combination of shares).
<PAGE>

                  Section 7.  Indemnification; Contribution.

                  (a) To the extent permitted by law, the Company will indemnify
each Holder,  each of its officers,  directors,  members and partners,  and each
person   controlling   such  Holder,   with   respect  to  which   registration,
qualification or compliance has been effected  pursuant to this Agreement,  each
director and  controlling  person of the Company and each officer of the Company
who signed the registration  statement,  and each underwriter,  if any, and each
person who controls any  underwriter,  against all claims,  losses,  damages and
liabilities  (or actions,  proceedings or settlements,  if such  settlements are
effected with the written consent of the Company,  in respect  thereof)  arising
out of or based on any untrue  statement  (or  alleged  untrue  statement)  of a
material fact contained in any prospectus,  offering  circular or other document
(including  any  related  registration  statement,  notification  or  the  like)
incident to any such registration,  qualification or compliance, 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,  or any
violation by the Company of the  Securities  Act or the Exchange Act or any rule
or  regulation  thereunder  applicable  to the Company and relating to action or
inaction  required  of the  Company in  connection  with any such  registration,
qualification  or compliance,  and will reimburse each such Holder,  each of its
officers,  directors,  members and partners,  and each person  controlling  such
Holder,  each  such  director,   controlling  person  and  officer,   each  such
underwriter and each person who controls any such underwriter, for any legal and
any other expenses  reasonably  incurred in connection  with  investigating  and
defending  or  settling  any such  claim,  loss,  damage,  liability,  action or
proceeding;  provided,  however, 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  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 such  Holder or  underwriter  and stated to be  specifically  for use
therein.

                  (b) To the extent  permitted  by law,  each  Holder  will,  if
Registrable  Securities held by such Holder are included in the securities as to
which  such  registration,   qualification  or  compliance  is  being  effected,
indemnify the Company, each of its directors,  officers and controlling persons,
and each  underwriter,  if any, of the  Company's  securities  covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of the  Securities  Act or the  Exchange Act or the rules and
regulations thereunder,  each other such Holder and Other Stockholder (if and to
the extent such Other  Stockholder  has agreed to  indemnify  the Holders as set
forth in this clause (b)) including Registrable  Securities and other securities
in the securities as to which such registration,  qualification or compliance is
being effected, and each of their officers, directors, members and partners, and
each person  controlling such Holder or Other  Stockholder,  against all claims,
losses,  damages and  liabilities  (or actions,  proceedings  or  settlements 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
the Company and such Holders, Other Stockholders,  directors, officers, members,
partners,  persons,  underwriters  or control persons for any legal or any other
expenses  reasonably  incurred in connection with investigating and defending or
settling any such claim, loss, damage, liability,  action or proceeding, in each
case to the extent,  but only to the  extent,  that such  untrue  statement  (or
alleged  untrue  statement)  or omission  (or alleged  omission) is 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 such Holder and stated to be specifically for use therein;  provided,
however,  that the obligations of each such Holder hereunder shall be limited to
an amount  equal to the net proceeds to each such Holder of  securities  sold as
contemplated herein.


<PAGE>

                  (c) Each party entitled to indemnification  under this Section
7 (the  "Indemnified  Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to 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 any litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
unreasonably  be withheld),  and the  Indemnified  Party may participate in such
defense at such party's  expense,  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 Agreement,  unless such failure
to notify  materially  adversely  affects the  Indemnifying  Party's  ability to
defend such action.  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  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 of such claim or
litigation.  Each  Indemnified  Party shall furnish such  information  regarding
itself or the claim in question as an Indemnifying  Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.

                  (d) If the  indemnification  provided  for in this  Section  7
shall  for  any  reason  be  unenforceable  by an  Indemnified  Party,  although
otherwise  available in accordance with its terms, then each Indemnifying  Party
shall, in lieu of indemnifying such Indemnified Party,  contribute to the amount
paid or payable by such  Indemnified  Party as a result of the  losses,  claims,
damages,  liabilities or expenses with respect to which such  Indemnified  Party
has claimed indemnification, in such proportion as is appropriate to reflect the
relative  fault of the  Indemnified  Party on the one hand and the  Indemnifying
Party on the other in connection with the statements or omissions which resulted
in such losses, claims,  damages,  liabilities or expenses, as well as any other
relevant equitable considerations.  The relative fault, in the case of an untrue
statement,  alleged untrue  statement,  omission or alleged  omission,  shall be
determined by, among other things,  whether such statement,  alleged  statement,
omission or alleged omission relates to information supplied by the Indemnifying
Party or the Indemnified  Party, and such parties'  relative intent,  knowledge,
access to  information  and  opportunity  to correct or prevent such  statement,
alleged  statement,  omission or alleged  omission.  The Company and each Holder
agree that it would not be just and equitable if  contribution  pursuant  hereto
were  to be  determined  by pro  rata  allocation  or by  any  other  method  of
allocation which does not take into account such equitable  considerations.  The
amount  paid or  payable  by an  Indemnified  Party as a result  of the  losses,
claims,  damages,  liabilities or expenses referred to herein shall be deemed to
include any legal or other  expenses  reasonably  incurred  by such  Indemnified
Party in connection with  investigating or defending against any action or claim
which is the subject hereof. In no case, however,  shall a Holder be responsible
for a portion of the  contribution  obligation  in excess of the net proceeds to
such Holder of  securities  sold as  contemplated  herein.  No person  guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be  entitled to  contribution  from any person who is not
guilty of such fraudulent misrepresentation.
<PAGE>

                  (e)  Anything  to the  contrary  contained  in this  Section 7
notwithstanding,   no  Holder  shall  be  liable  for  any   indemnification  or
contribution  in  excess  of the net  proceeds  received  by it from any sale of
Registrable Securities which has been registered hereunder.

                  Section 8.    Obligations of Holder.

                  (a) Each  Holder of  Registrable  Securities  included  in any
registration 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 reasonably  required in  connection  with any
registration, qualification or compliance referred to in this Agreement.

                  (b)  Each  Holder  of the  Registrable  Securities  agrees  by
acquisition of such Registrable  Securities that upon receipt of any notice from
the Company  pursuant to Section 6(e),  such Holder will  forthwith  discontinue
such Holder's disposition of Registered  Securities pursuant to the registration
statement relating to such Registered  Securities until such Holder's receipt of
the copies of the  supplemented  or amended  prospectus  contemplated by Section
6(e) and,  if so directed by the  Company,  will  deliver to the Company (at the
Company's  expense) all copies,  other than permanent file copies,  then in such
Holder's possession of the prospectus relating to such Registered  Securities at
the time of receipt of such notice.

                  Section  9.   Limitations   on   Registration   of  Issues  of
Securities.  Any right given by the Company to any holder or prospective  holder
of the Company's  securities in connection  with the  registration of securities
shall be  conditioned  such that it shall be  consistent  with the rights of the
Holders provided in this Agreement.

                  Section  10.  Rule  144  Reporting.  With  a  view  to  making
available to the Holders the benefits of certain  rules and  regulations  of the
Commission  which may permit a Holder to sell  securities  of the Company to the
public without registration, the Company agrees to:

                           (a)      Make and keep public information  available,
as those terms are understood and defined in Rule 144 under the Securities Act;

                           (b) 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 Exchange Act at any time  following  registration  of
any of its securities under the Securities Act or Exchange Act; and

                           (c)  So  long  as  a  Holder  owns  any   Registrable
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,
and of the Securities Act and the Exchange Act, a copy of the most recent annual
or quarterly  report of the  Company,  and such other  reports and  documents so
filed as a Holder  may  reasonably  request  in  availing  itself of any rule or
regulation  of the  Commission  allowing  a Holder  to sell any such  securities
without registration.
<PAGE>

                  Section 11. Transfer or Assignment of Registration Rights. The
rights to cause the Company to register the securities granted to the Purchasers
by the Company under  Sections 2, 3 and 5 may be  transferred  or assigned by an
Purchaser to a  transferee  or assignee of any of such  Purchaser's  Registrable
Securities;  provided, however, that the Company is given written notice by such
Purchaser  at the time of or within a  reasonable  time after said  transfer  or
assignment,  stating the name and  address of said  transferee  or assignee  and
identifying  the securities with respect to which such  registration  rights are
being  transferred or assigned;  and provided,  further,  that the transferee or
assignee of such rights assumes the  obligations  of such  Purchaser  under this
Agreement.

                  Section  12.  "Market  Stand-off"  Agreement.  (a) Each Holder
agrees, if requested by the Company and an underwriter of Common Stock (or other
securities) of the Company,  not to sell or otherwise transfer or dispose of any
Common Stock (or other securities) of the Company held by such Holder during the
period required by such  underwriter (up to a maximum of 180 days) following the
effective  date of a  registration  statement  of the  Company  filed  under the
Securities Act without the prior consent of such underwriter, provided, however,
that all Holders,  Other  Stockholders and officers and directors of the Company
enter into similar agreements on substantially similar terms.

                  (b)  In  the  event  of an  underwritten  public  offering  of
Registrable  Securities  pursuant to Section 2 hereof,  the Company  agrees,  if
requested  by the  underwriter(s)  of such  offering,  not to sell in the public
market any Common Stock (or other  securities  convertible  into or exchangeable
for Common Stock) of the Company during the period required by such  underwriter
following  the effective  date of the  registration  statement  relating to such
offering  filed  under the  Securities  Act  without  the prior  consent of such
underwriter, provided, however, that such period shall not exceed 90 days or, if
reasonably  requested  by  such  underwriter,  such  longer  period  as is  then
customary.

                  (c) Such  agreement  shall be in writing in a form  reasonably
satisfactory  to the  Company  and such  underwriter.  The  Company  may  impose
stop-transfer instructions with respect to the shares (or securities) subject to
the foregoing restriction until the end of said period.

                  Section 13. Adjustments Affecting Registrable Securities.  The
Company will not take any action, or permit any change to occur, with respect to
the  Registrable  Securities  which  would  adversely  affect the ability of the
Holders of Registrable  Securities to include such  Registrable  Securities in a
registration  undertaken  pursuant to this  Agreement  or which would  adversely
affect  the   marketability   of  such   Registrable   Securities  in  any  such
registration.

                  Section 14.       Governing  Law.  This  Agreement  shall  be
governed  in all  respects  by  the  laws  of the  State  of New  York,  without
application of the conflicts of laws principles thereof.

                  Section 15.       Successors  and Assigns.  This     Agreement
shall be binding  upon,  and inure to the benefit of, the  successors,  assigns,
heirs, executors and administrators of the parties hereto.
<PAGE>

                  Section  16.  Entire  Agreement;   Amendment.  This  Agreement
constitutes the full and entire  understanding and agreement between the parties
with regard to the  subjects  hereof and  supersedes  any prior  understandings,
agreements or representations by or between the parties,  written or oral, which
conflicts  with,  or may have related to, the subject  matter hereof in any way.
Neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated, except by a written instrument signed by the Company and the Holders
of  not  less  than  a  majority-in-interest   of  the  Registrable  Securities.
Notwithstanding  the foregoing,  (a) this Agreement may not be amended to reduce
the  number of  demand  registrations  and  "piggy-back"  registrations  granted
pursuant to Sections  2, 3 and 5, except by a written  instrument  signed by the
Company  and a  majority-in-interest  of the  Purchasers  and (b) no  amendment,
modification,  supplement  or waiver of, or  departure  from,  Section 7 or this
sentence of this  Section 17 shall be effective  without the written  consent of
all Purchasers then holding Registrable Securities.

                  Section  17.  Attorney's  Fees.  In any  action or  proceeding
brought to enforce  any  provision  of this  Agreement,  or where any  provision
hereof or thereof is validly  asserted as a defense,  the successful party shall
be  entitled  to recover  reasonable  attorney's  fees in  addition to any other
available remedy.

                  Section 18. Notices,  etc. All notices or other communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
delivered personally or sent by telex, telefax or telegraphic communication,  by
recognized overnight courier marked for overnight delivery,  or by registered or
certified mail, postage prepaid,  addressed as follows:  (a) if to an Purchaser,
as indicated  on Schedule 1 attached  hereto,  or at such other  address as such
Purchaser shall have furnished to the Company in writing, or (b) if to any other
holder of any shares of Common  Stock at such  address as such holder shall have
furnished  the Company in writing,  or,  until any such holder so  furnishes  an
address to the  Company,  then to and at the address of the last holder  thereof
who has so furnished an address to the Company,  or (c) if to the Company, 2 Lee
Mac Avenue, Danbury, CT 06810, Attention:  President, or such other addresses as
shall  be  furnished  by like  notice  by  such  party.  All  such  notices  and
communications  shall,  when telexed  (provided the correct  answerback has been
received) or  telefaxed  (immediately  thereafter  confirmed  by  telephone)  or
telegraphed,  be effective when telexed, telefaxed or delivered to the telegraph
company,  respectively,  or if sent by nationally  recognized  overnight courier
service, be effective one Business Day after the same has been delivered to such
courier service marked for overnight delivery,  or, if mailed, be effective when
received.

                  Section 19. Severability. Whenever possible, each provision of
this  Agreement  shall be  interpreted  in such manner so as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be
invalid,  illegal or  unenforceable  in any respect under any  applicable law or
rule in any jurisdiction, such invalidity,  illegality or unenforceability shall
not affect any other provision of this Agreement.  If any provision contained in
this Agreement is determined to be invalid, illegal or unenforceable as written,
a court of competent  jurisdiction  shall,  at any party's  request,  reform the
terms of this Agreement to the extent necessary to cause such otherwise  invalid
provisions to be enforceable under applicable law.

                  Section 20. No Inconsistent  Agreements.  The Company will not
on or after the date of this Agreement  enter into any agreement,  and as of the
date of this Agreement the Company is not a party to any agreement, with respect
to its securities  which is inconsistent  with the rights granted to the holders
of  Registrable  Securities in this  Agreement or otherwise  conflicts  with the
provisions hereof or impairs the rights granted  hereunder.  The Company has not
previously  entered into any agreement with respect to its  securities  granting
any  registration  rights to any Person which has not been terminate on or prior
to the date hereof.

                  Section 21.       Titles and Subtitles.  The  titles  of  the
sections,  paragraphs and subparagraphs of this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement.

                  Section 22.       Counterparts. This Agreement may be executed
in any number of  counterparts,  each of which shall be an original,  but all of
which together shall constitute one instrument.



                                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement on the day, month and year first written above.


                                            EVERCEL, INC.


                                            By:
                                                ------------------------------
                                                   Name:
                                                   Title:


                                            PURCHASER


                                            ----------------------------------
                                                  Name:



<PAGE>


                                   Schedule I


     ANB Associates
     Delaware Charter Guarantee & TR CO
        C/F James W. Armour Jr. IRA
     Andrew Blum
     Josette A. Bordiga
     Willow Creek Offshore Fund
     Willow Creek Capital Partners, LP
     David M. & Andrea Brewer
     Burnham Asset Management Corporation
     Vivian Cavalieri
     John W. Fisher IRA Rollover #2
        Delaware Charter GTY & TR CO TTEE
     Paul H. Fitzgerald
     Forum Capital Offshore Fund Ltd.
     Forum Capital 2, Ltd.
     Richard Freedman
     Margo Fuld
     Bruce Galloway
     Delaware Charter Guarantee & TR CO
        C/F Bruce Galloway IRA Rollover
     Gelfenbein Family LP
     Michael E. Gellert
     James D. Gerson
     Barbara Gerson c/f Fred Gerson
     Barbara Gerson c/f Simon Gerson
     Goren Brothers LTD.
     John Gutfreund
     Haff Partners LP
     Graham Humes
     Van Eck Emerging Market Opportunity Portfolio
     Jacombs Trading
     Ruth Joffe
     Stanley & Eileen Kaplan
     Carl Kempner
     Robert L. Kanode IRA Rollover
        Delaware Charter GTY & TR TTEE
     LAMBDA IV, LLC
     Aaron M. Lamport
     Sarah W. Laurence
     Ellen V. Langner
     Jay B. Langner
     Lewis Family Limited Partnership

<PAGE>

     Daniel Lewis IRA
        Delaware Charter GTY & TR TTEE
     Michael Lewis
     Richard Lewisohn III IRA R/O #2
        Delaware Charter GTY & TR TTEE
     Joan R. Linclau
     Laurence W. Lytton
     Albert G. Lowenthal
     Fahnestock & Co., Inc.
     Lisa Ann Pruzan
     Daryl E. Lowenthal
     Robert S. Lowenthal
     Mangin Family Limited Partnership
     Dimitri A. Manthos
     Clinton O. Mayer, III
     Robert Mittleman
     Mogen Investment
     Jeff & Audrey Nagelberg
     NTS Financial Services
     Jerry W. O'Connell
     Ann Oliver
     Martin Oppenheimer
     Sheila Pakula
     Leonard & Gillis Plaine
     Richard Pollak
     Jacqueline Rosenthal
     John P. Rosenthal
     John P. Rosenthal
     Sidney Singer
     Sontek Industries Inc.
     Ralph J. Sorrentino
     Peter Strauss
     Richard M.H. Thompson
     Jack & Jane Weiselberg
     Andrew & Allyson Wiener
     Howard L. & Freya D. Wiener