ENTREPORT CORPORATION

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights
Agreement") is entered into effective as of January 10, 2000, by and among
ENTREPORT CORPORATION, a Florida corporation (the "Company"), and the purchasers
of shares of Common Stock of the Company (the "Shares") who are identified as
"Investors" in that certain Common Stock Purchase Agreement of even date
herewith (the "Purchase Agreement") and whose signatures appear on the execution
pages hereof. The purchasers of the Shares shall be referred to hereinafter as
the "Investors" and each individually as an "Investor."

                                    RECITALS

         WHEREAS, the Company proposes to sell the Shares pursuant to the
Purchase Agreement;

         WHEREAS, as a condition of entering into the Purchase Agreement, the
Investors have requested that the Company extend to them certain registration
rights and other rights as set forth below; and

         WHEREAS, as a condition of the Closing under the Purchase Agreement,
the Company shall file a registration statement with the Securities and Exchange
Commission relating to the Shares as soon as practicable after the Closing, but
in no event more than thirty (30) days after the Closing, under the Purchase
Agreement.

         NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Registration Rights Agreement and in the Purchase Agreement, the parties
mutually agree as follows:

         1. DEFINITIONS

         As used in this Registration Rights Agreement the following terms shall
have the following respective meanings:

         "CLOSING" has the meaning ascribed thereto under the Purchase
Agreement.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "FORM SB-2" means such form under the Securities Act as in effect on
the date hereof or any successor registration form under the Securities Act
subsequently adopted by the SEC.

         "HOLDER" means any Investor or assignee permitted in accordance with
4.3 hereof owning of record Registrable Securities that have not been sold to
the public.

         "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.

<PAGE>

         "REGISTRABLE SECURITIES" means the Shares.

         "REGISTRATION STATEMENT" means any registration statement of the
Company that covers the Shares pursuant to the provisions of this Registration
Rights Agreement, including the Prospectus included therein, all amendments and
supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference or deemed to be incorporated by reference
therein.

         "SEC" or "COMMISSION" means the Securities and Exchange Commission.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         2. REGISTRATION OF SHARES

                  2.1 REGISTRATION STATEMENT. Concurrent with the Closing, the
Company shall prepare and file with the Commission a Registration Statement on
Form SB-2 pursuant to Rule 415 under the Securities Act. In addition, the
Company shall:

                           (a) Use its best efforts to cause such Registration
Statement to become effective at the earliest possible time and to keep such
Registration Statement continuously effective for a period of two years
following the date on which the Registration Statement becomes effective under
the Securities Act, or such shorter period ending on the earlier of (i) when all
Registrable Securities covered by this Registration Statement have been sold or
(ii) when all Registrable Securities covered by the Registration Statement may
be sold without registration under the Securities Act pursuant to the exemptions
provided by Rule 144 under the Securities Act (and are not restricted as to
volume) (the "Registration Period"); provided, however, that the Company shall
not be deemed to have kept a Registration Statement effective during the
applicable period if it voluntarily takes any action that results in Holders not
being able to sell such Registrable Securities pursuant to applicable securities
laws during that period (and the time period during which such Registration
Statement is required to remain effective hereunder shall be extended by the
number of days during which such Holders are not able to sell Registrable
Securities) unless such action is required under applicable law or regulation or
court order.

                           (b) Prepare and file with the SEC such pre-effective
and post-effective amendments and supplements to such Registration Statement and
the prospectus used in connection with such Registration Statement as may be
necessary to cause the Registration Statement to become effective, to keep the
Registration Statement continuously effective during the Registration Period and
not misleading, and as may otherwise be required or applicable under, and to
comply with the provisions of, the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during the
Registration Period.

                           (c) Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, and each amendment or supplement
thereto, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.

                           (d) Use its best efforts to register and qualify the
securities covered by such Registration Statement under such other securities or
Blue Sky laws of such jurisdictions as shall be necessary to permit the sale of
the Registrable Securities.

                                       -2-

<PAGE>

                           (e) Notify promptly the Holders of Registrable
Securities to be sold, (and in the case of (i)(A) in no event less than two
business days prior to such filing) and (if requested by any such Person)
confirm such notice in writing, (i)(A) when a prospectus or any prospectus
supplement or post-effective amendment is proposed to be filed, and, (B) with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective, (ii) of any request by the SEC or any other federal,
Canadian, state or provincial governmental authority for amendments or
supplements to a Registration Statement or related prospectus or for additional
information, (iii) of the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose, (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the
initiation or threatening of any proceeding for such purpose, and (v) of the
happening of any event that makes any statement made in such Registration
Statement or related prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires the making of any changes in such Registration Statement, prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
not misleading, and that in the case of the prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

                           (f) Use its reasonable best efforts to avoid the
issuance of, or, if issued, obtain the withdrawal of, any order suspending the
effectiveness of a Registration Statement, or the lifting of any suspension of
the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.

                           (g) If requested by the holders of a majority of the
Registrable Securities being sold in connection with such offering, (i) promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the holders reasonably request should be included therein
regarding such holders or the plan of distribution of the Registrable
Securities, and (ii) make all required filings of the prospectus supplement or
such post-effective amendment as soon as practicable after the Company has
received notification of such matters to be incorporated in such prospectus
supplement or post-effective amendment: provided, however, that the Company
shall not be required to take any action pursuant to this Section 2.1(g) that
would, in the opinion of outside counsel for the Company, violate applicable
law.

                           (h) Upon the occurrence of any event contemplated by
Section 2.1(e)(v), as promptly as practicable, prepare a supplement or
amendment, including a post-effective amendment, to each Registration Statement
or a supplement to the related prospectus or any document incorporated or deemed
to be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, such prospectus will not contain 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 light of the
circumstances under which they were made, not misleading.

                           (i) Use its reasonable best efforts to cause all
Registrable Securities relating to such Registration Statement to be listed on
each securities exchange or automated quotation system, if any, on which similar
securities issued by the Company are then listed.

                                       -3-

<PAGE>

                  2.2 SELLER INFORMATION. The Company may require each selling
Holder of Registrable Securities as to which any registration is being effected
to furnish to the Company such information regarding such Holder, such Holder's
Registrable Securities and such Holder's intended method of disposition as the
Company may from time to time reasonably request; provided that such information
shall be used only in connection with such registration.

         If the Registration Statement refers to any Holder by name or otherwise
as the Holder of any securities of the Company, then such Holder shall promptly
(i) notify the Company and its counsel of the existence of any fact of which
such Holder becomes aware and the happening of any event which relates to Holder
or the distribution of the securities owned by such Holder which results in the
Registration Statement containing an untrue statement of material fact or
omitting to state a material fact required to be stated therein or necessary to
make any statements therein not misleading, or the Prospectus included in such
Registration Statement containing an untrue statement of material fact or
omitting to state a material fact required to be stated therein or necessary to
make any statements therein, in light of the circumstances under which they were
made, not misleading, and (ii) provide to the Company such information which
relates to Holder or the distribution of the securities owned by such Holder as
shall be necessary to enable the Company to prepare a supplement or
post-effective amendment to such Registration Statement or related Prospectus or
any document incorporated therein by reference or file any other documents
required so that such Registration Statement will not contain any 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, and
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 light of the circumstances under which they were made,
not misleading.

                  2.3 NOTICE TO DISCONTINUE. Each holder of Registrable
Securities agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 2.1(e)(ii) through (v),
such Holder shall forthwith discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities
until such Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 2.1(h) and, if so directed by the Company,
such Holder shall 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 covering such Registrable Securities which is current at the time of
receipt of such notice. If the Company shall give any such notice, the Company
shall extend the period during which such Registration Statement shall be
maintained effective pursuant to this Registration Rights Agreement by the
number of days in excess of ten (10) business days during the period from and
including the date of the giving of such notice pursuant to Section 2.1(e) to
and including the date when the Holder shall have received the copies of the
supplemented or amended prospectus.

                  2.4 EXPENSES OF REGISTRATION. Except only as specifically
provided herein, all expenses incident to the performance of compliance with
this Registration Rights Agreement by the Company shall be borne by the Company,
regardless of whether the Registration Statement becomes effective, including,
without limitation, (i) all registration and filing fees and expenses (including
filings made with the National Association of Securities Dealers ("NASD"), if
applicable); (ii) fees and expenses (including fees and expenses of counsel) of
compliance with federal securities and state Blue Sky and other Canadian,
provincial or other securities laws; (iii) expenses of printing, messenger and
delivery services, duplication, word processing and telephone incurred by the
Company (but not by the holders of Registrable Securities); (iv) fees and


                                       -4-

<PAGE>

disbursements of counsel for the Company; (v) all application and filing fees in
connection with listing the Class A Common Stock on a national securities
exchange or automated quotation system pursuant to the requirements hereof; and
(vi) all fees and disbursements of independent certified public accountants of
the Company (including the expenses of any special audit and "cold comfort"
letters required by or incident to such performance). The Company will, in any
event, bear its own internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

                  2.5 INDEMNIFICATION.

                           (a) INDEMNIFICATION BY COMPANY. To the extent
permitted by law, the Company will indemnify and hold harmless each Holder, the
partners, officers and directors of each Holder and each person, if any, who
controls such Holder within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other federal, Canadian, provincial or state law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any of the following statements, omissions or violations
(collectively a "Violation") by the Company: (i) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
any amendments or supplements thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, (ii) any untrue statement or alleged
untrue statement of a material fact contained in the Prospectus (including any
preliminary, final or summary prospectus, amendment or supplement thereto)
included in such Registration Statement or any omission or alleged omission to
state a material fact required to be stated therein or necessary to make any
statement therein, in light of the circumstances under which they were made, not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any Canadian, provincial or state securities
law or any rule or regulation promulgated under the Securities Act, the Exchange
Act or any Canadian, provincial or state securities law in connection with the
offering covered by the Registration Statement; provided, however, that the
Company will not be liable for indemnification in any such case to the extent
that any losses, claims, damages or liabilities arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact or omission
or alleged omission of a material fact so made in reliance upon and in
conformity with information furnished to the Company by such Holder. The Company
will pay to each such Holder, partner, officer, director or controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action if
it is judicially determined that there was such a violation.

                           (b) INDEMNIFICATION BY HOLDER OF REGISTRABLE
SECURITIES. 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 and hold
harmless the Company, each of its directors, its officers, agents and each
person, if any, who controls the Company within the meaning of the Securities
Act against any losses, claims, damages or liabilities (joint or several) to
which the Company or any such director, officer, agent or controlling person may
become subject under the Securities Act, the Exchange Act or other federal,
Canadian, provincial or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information


                                       -5-

<PAGE>

furnished by such Holder under an instrument duly executed by such Holder and
stated to be specifically for use in connection with such registration; and each
such Holder will pay as incurred any legal or other expenses reasonably incurred
by the Company or any such director, officer, agent, controlling person or other
person in connection with investigating or defending any such loss, claim,
damage, liability or action if it is judicially determined that there was such a
Violation; provided, however, that in no event shall any indemnity under this
Section 2.5(b) exceed the dollar amount of proceeds from the offering received
by such Holder.

                           (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly
after receipt by an indemnified party under this Section 2.5 of notice of the
commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 2.5, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party shall have the right to retain its own counsel, with
the fees and expenses to be paid by the indemnifying party, if, in the
reasonable judgment of any such indemnified party, based upon advice of counsel,
a conflict of interest may exist between such indemnified party and the
indemnifying party with respect to such claims (in which case, if the
indemnified party notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such claim
on behalf of such indemnified party; provided, however, that the indemnified
party shall be entitled to elect only one counsel at the expense of the
indemnifying party and such counsel shall be reasonably acceptable to the
indemnifying party). The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action, if it is
finally determined in a court of competent jurisdiction (which determination is
not subject to appeal) that such failure is materially prejudicial to its
ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 2.5, but the omission so
to deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 2.5. No indemnifying party shall be liable for any settlement of any
claim or action effected without its written consent.

                           (d) CONTRIBUTION. If the indemnification provided for
in this Section 2.5 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any losses, claims, damages
or liabilities referred to herein, the indemnifying party, in lieu of
indemnifying such indemnified party thereunder, shall to the extent permitted by
applicable law contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection with the
Violation(s) that resulted in such loss, claim, damage or liability, as well as
any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by a court
of law by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission; provided, that in no event
shall any contribution by a Holder hereunder exceed the dollar amount of
proceeds from the offering received by such Holder.

                                       -6-

<PAGE>

                           (e) SURVIVAL; SETTLEMENT. The obligations of the
Company and Holders under this Section 2.5 shall survive completion of any
offering of Registrable Securities in a registration statement and the
termination of this Registration Rights Agreement. 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 to such claim or litigation.

         3. RULE 144

         The Company covenants that it will file the reports require to be filed
by it (if so required) under the Securities Act and the Exchange Act and the
Rules and Regulations adopted by the SEC thereunder in a timely manner and, if
at any time the Company is not required to file such reports, it will, upon the
request of any Holder of Registrable Securities, make publicly available other
information so long as necessary to permit sales pursuant to Rule 144 under the
Securities Act. The Company further covenants that it will take such further
action as any Holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act pursuant to the
exemptions provided by Rule 144 under the Securities Act. Upon the request of
any Holder of Registrable Securities, the Company will deliver to such Holder a
written statement as to whether it has complied with such information
requirements.

         4. MISCELLANEOUS

                  4.1 GOVERNING LAW. This Registration Rights Agreement shall be
governed by and construed under the laws of the State of California as applied
to agreements among California residents entered into and to be performed
entirely within California.

                  4.2 SURVIVAL. The representations, warranties, covenants, and
agreements made herein shall survive any investigation made by any Holder and
the closing of the transactions contemplated hereby.

                  4.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors, and administrators of
the parties hereto and shall inure to the benefit of and be enforceable by each
Permitted Assignee of Registrable Securities from time to time. A "Permitted
Assignee" shall mean (i) with respect to any Investor, any other person directly
or indirectly controlling or controlled by or under direct or indirect, common
control with such Investor, (ii) the spouse, sibling, child, step-child,
grandchild, niece, nephew or parent of the Investor, or the spouse thereof, and
(iii) any transferee or assignee of not less than 50,000 shares of Registrable
Securities (as presently constituted and subject to subsequent adjustment for
stock splits, stock dividends, reverse stock splits, and the like). The Company
may not assign the rights or obligations hereunder without the prior written
consent of each Holder of Registrable Securities.

                  4.4 ENTIRE AGREEMENT. This Registration Rights Agreement,
including any exhibits hereto, the Purchase Agreement and the other documents
delivered pursuant thereto constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof and no party
shall be liable or bound to any other in any manner by any representations,
warranties, covenants and agreements except as specifically set forth herein and
therein.

                                       -7-

<PAGE>

                  4.5 SEVERABILITY. In case any provision of the Agreement shall
be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                  4.6 AMENDMENT AND WAIVER. The provisions of this Registration
Rights Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of Holders of at least a majority of the then outstanding Registrable
Securities; provided, however, that Sections 2.1 and 2.5 shall not be amended,
modified or supplemented, and waivers or consents to departures from this
proviso may not be given, unless the Company has obtained the written consent of
each Holder of the then outstanding Registrable Securities.

                  4.7 DELAYS OR OMISSIONS. It is agreed that no delay or
omission to exercise any right, power or remedy accruing to any Holder, upon any
breach, default or noncompliance of the Company under this Registration Rights
Agreement shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of any similar breach, default or noncompliance
thereafter occurring. It is further agreed that any waiver, permit, consent or
approval of any kind or character on any Holder's part of any breach, default or
noncompliance under the Agreement or any waiver on such Holder's part of any
provisions or conditions of this Registration Rights Agreement must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Registration Rights Agreement, by law,
or otherwise afforded to Holders, shall be cumulative and not alternative.

                  4.8 NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by
confirmed facsimile if sent during normal business hours of the recipient; if
not, then on the next business day, (c) upon receipt when sent by first-class
registered or certified mail, return receipt requested, postage prepaid, or (d)
upon receipt after deposit with a nationally recognized overnight express
courier, postage prepaid, specifying next day delivery with written verification
of receipt. All communications shall be sent to the party to be notified at the
address as set forth below or at such other address as such party may designate
by ten (10) days advance written notice to the Company. All communications shall
be addressed as follows:

                                       -8-

<PAGE>

                           (a)      if to the Company, to:

                                    ENTREPORT CORPORATION
                                    10455 Sorrento Valley Road, Suite 204
                                    San Diego, California  92121
                                    Telephone: (858) 643-5100
                                    Facsimile:  (858) 643-1732
                                    Attention:  Chief Executive Officer

                                    with a copy so mailed to:

                                    OPPENHEIMER WOLFF & DONNELLY LLP
                                    500 Newport Center Drive, Suite 700
                                    Newport Beach, California  92660
                                    Telephone: (949) 823-6000
                                    Facsimile:  (949) 823-6040
                                    Attention: Daniel K. Donahue

                           (b) if to the Investors, at the address as set forth
on the Counterpart Execution Page of this Registration Rights Agreement,

                                    with a copy so mailed to:

                                     CRUTTENDEN ROTH INCORPORATED
                                     24 Corporate Plaza
                                     Newport Beach, California  92660
                                     Telephone: (949) 720-5700
                                     Facsimile: (949) 720-7223
                                     Attention:  Managing Director

                  4.9 ATTORNEYS' FEES. In the event that any dispute among the
parties to this Registration Rights Agreement should result in litigation, the
prevailing party in such dispute shall be entitled to recover from the losing
party all fees, costs and expenses of enforcing any right of such prevailing
party under or with respect to this Registration Rights Agreement, including
without limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees, costs and
expenses of appeals.

                  4.10 SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES.
Whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) (other than the Holders or subsequent Holders of Registrable
Securities if such Holders or subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

                  4.11 TITLES AND SUBTITLES. The titles of the sections and
subsections of this Registration Rights Agreement are for convenience of
reference only and are not to be considered in construing this Registration
Rights Agreement.

                                       -9-

<PAGE>

                  4.12 COUNTERPARTS. This Registration Rights 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.

         If this Registration Rights Agreement is satisfactory to you, please so
indicate by signing a counterpart execution page to this Registration Rights
Agreement and a Registration Statement Questionnaire and return such counterpart
and questionnaire to the Company whereupon subject to the Company's acceptance
of your subscription, this Registration Rights Agreement will become binding
between us in accordance with its terms.


                                               ENTREPORT CORPORATION,
                                               a Florida corporation

                                               By: /S/ William Shue
                                               --------------------
                                               William Shue
                                               Chief Executive Officer

                                      -10-

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE
                          REGISTRATION RIGHTS AGREEMENT
                           COUNTERPART EXECUTION PAGE


         By signing below, the undersigned agrees to the terms of the EntrePort
Corporation Registration Rights Agreement.

                                             INVESTOR:


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


                                             By:__________________________
                                                Name:
                                                Title:

                                                Address:


                                                Facsimile:

                                      -11-

<PAGE>


                                                                      APPENDIX I

                              ENTREPORT CORPORATION
                      REGISTRATION STATEMENT QUESTIONNAIRE

         In connection with the preparation of the Registration Statement,
please provide us with the following information:

         1. Please state your or your organization's name exactly as it should
appear in the Registration Statement:

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

         2. Please provide the following information, as of ________________,
2000:

<TABLE>
<CAPTION>

------------------------------------------------  ---------------------------------------------------------
<S>                                               <C>
Number of Shares that you are purchasing and      Number  of  Shares of  Common  Shares  that you  already
seek to include in the Registration Statement:    beneficially  own or that you are  purchasing and do NOT
                                                  seek to include in the Registration Statement:
------------------------------------------------  ---------------------------------------------------------
</TABLE>


         3. Have you or your organization had any position, office or other
material relationship within the past three years with the Company or its
affiliates?

                               Yes _____ No _____

         If yes, please indicate the nature of any such relationships:__________
--------------------------------------------------------------------------------



                                         INVESTOR:

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



                                         By:____________________________________

                                         Print Name:____________________________

                                         Title:_________________________________

The foregoing constitutes the only information furnished to the Company for the
purpose of Section 2.5(b) of the Registration Rights Agreement.