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Exhibit 4.3

                          REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights  Agreement  (this  "Agreement")  is  made  as of
November 7, 2001,  between Sales Online  Direct,  Inc., a corporation  organized
under the laws of the State of Delaware, with headquarters located at 4 Brussels
Street,  Worcester,  Massachusetts  01610  (the  "Company")  and  Leslie  Rotman
("Holder").  This  Agreement  is being  entered  into  pursuant to that  certain
Agreement and Plan of Merger,  dated as of the date hereof,  between the Company
and the Holder (the "Agreement and Plan of Merger").

     The Company and the Holder hereby agree as follows:

     1. Definitions

     Capitalized  terms used and not  otherwise  defined  herein  shall have the
meanings  given such terms in the Agreement and Plan of Merger.  As used in this
Agreement, the following terms shall have the following meanings:

     "Advice" shall have the meaning set forth in Section 3(m).

     "Affiliate"  means,  with  respect to any  Person,  any other  Person  that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

     "Blackout Period" shall have the meaning set forth in Section 3(n).

     "Board" shall have the meaning set forth in Section 3(n).

     "Business  Day"  means any day  except  Saturday,  Sunday and any day which
shall  be a  legal  holiday  or a day  on  which  banking  institutions  in  the
Commonwealth  of  Massachusetts  generally are  authorized or required by law or
other government actions to close.

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means the Company's common stock, $.001 value per share.

     "Convertible Note" means that certain 6% Convertible Promissory Note of the
Company issued to the Holder pursuant to the Agreement and Plan of Merger.

     "Effectiveness Date" means, with respect to the Registration  Statement, no
later than 240 days from the Closing Date.

     "Effectiveness Period" shall have the meaning set forth in Section 2(a).

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

     "Filing Date" means no later than the 180th day following the Closing Date.

     "Holder" or "Holders" means the holder or holders, as the case may be, from
time to time of Registrable Securities.

     "Indemnified Party" shall have the meaning set forth in Section 5(c).

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     "Indemnifying Party" shall have the meaning set forth in Section 5(c).

     "Losses" shall have the meaning set forth in Section 5(a).

     "OTC Bulletin Board" shall mean the  over-the-counter  electronic  bulletin
board market or exchange.

     "Person"  means  an  individual  or  a  corporation,   partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

     "Proceeding"  means an action,  claim,  suit,  investigation  or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

     "Prospectus"  means the prospectus  included in the Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or supplemented by any prospectus supplement,  with respect to the terms
of the  offering of any  portion of the  Registrable  Securities  covered by the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference in such Prospectus.

     "Registrable Securities" means (i) the shares of Common Stock issuable upon
conversion of the  Convertible  Note (the  "Conversion  Shares"),  any shares of
Common Stock issuable as payment of interest on the Convertible  Note ("Interest
Payment Shares"),  and any shares of Common Stock issuable upon any stock split,
stock  dividend,   recapitalization  or  similar  event  with  respect  to  such
Conversion  Shares or  Interest  Payment  Shares and (ii) any other  dividend or
other distribution with respect to, conversion or exchange of, or in replacement
of, Registrable Securities; provided, however, that Registrable Securities shall
include  (but not be  limited  to) a number  of  shares  of  Common  Stock  (the
"Required Number") equal to no less than 200% of the maximum number of shares of
Common Stock which would be issuable upon conversion of the Convertible Note and
upon election to receive all interest  payable under the Convertible  Note until
their  maturity  dates in the form of Interest  Payment  Shares,  assuming  such
conversion  and  election  occurred  on the  Closing  Date or the  Filing  Date,
whichever  date would result in the greater  number of  Registrable  Securities.
Notwithstanding  anything contained herein to the contrary, if the actual number
of shares of Common Stock issuable as Interest Payment Shares or upon conversion
of the  Convertible  Note exceeds the  Required  Number,  the term  "Registrable
Securities" shall be deemed to include such additional shares of Common Stock as
are necessary to include all of the shares of Common Stock  issuable as Interest
Payment Shares or upon conversion of the Convertible Note.

     "Registration   Statement"  means  the  registration   statements  and  any
additional  registration  statements contemplated by Section 2(a), including (in
each case) the  Prospectus,  amendments  and  supplements  to such  registration
statement or  Prospectus,  including  pre- and  post-effective  amendments,  all
exhibits   thereto,   and  all  material   incorporated  by  reference  in  such
registration statement.

     "Rule 144" means Rule 144  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Rule 158" means Rule 158  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Rule 415" means Rule 415  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Securities Act" means the Securities Act of 1933, as amended.

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     2. Registration.

          (a) Required Registration. On or prior to the Filing Date, the Company
shall prepare and file with the Commission a Registration Statement covering all
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415.  The  Registration  Statement  shall be on Form SB-2 or such  other
appropriate form. The Company shall use its reasonable best efforts to cause the
Registration  Statement to be declared  effective  under the  Securities  Act as
promptly as possible  after the filing  thereof,  and to keep such  Registration
Statement  continuously effective under the Securities Act until such date as is
the  earlier  of (x) the date when all  Registrable  Securities  covered by such
Registration Statement have been sold by the Holder or (y) the date on which the
Registrable  Securities  may be sold  without any  restriction  pursuant to Rule
144(k) as determined by the counsel to the Company pursuant to a written opinion
letter,   addressed  to  the  Company's  transfer  agent  to  such  effect  (the
"Effectiveness  Period"). If an additional Registration Statement is required to
be filed  because the Holder  reasonably  determines  that the actual  number of
Interest  Payment  Shares  and  the  shares  of  Common  Stock  into  which  the
Convertible Note are convertible may exceed the number of shares of Common Stock
initially  registered  in respect  of the  Conversion  Shares  and the  Interest
Payment Shares based upon the  computation on the Closing Date, the Holder shall
give the Company  written notice of such fact, and the Company shall have twenty
(20)  Business  Days from the date of its  receipt  of such  notice to file such
additional  Registration  Statement.  The Company  shall use its best efforts to
cause such  additional  Registration  Statement to be declared  effective by the
Commission  as soon as  possible,  but in no event  later than  ninety (90) days
after filing.

          (b) Shelf  Registration.  If the  Company  is not on the  Filing  Date
eligible to file a registration  statement on Form S-3, then as soon as possible
but  no  later  than  thirty  (30)  days  after  becoming  eligible  to  file  a
registration  statement  for a secondary or resale  offering of the  Registrable
Securities on Form S-3, the Company shall prepare and file with the Commission a
post-effective  amendment to Form SB-2 on Form S-3 to continue the  registration
of all Registrable  Securities pursuant to a "shelf"  Registration  Statement on
Form S-3 covering  all  Registrable  Securities  for an offering to be made on a
continuous basis pursuant to Rule 415.  Notwithstanding anything to the contrary
contained herein,  at no time during the  Effectiveness  Period shall any of the
Registrable Securities cease being registered.

     3. Registration  Procedures.  In connection with the Company's registration
obligations hereunder, the Company shall:

          (a)  Prepare  and file with the  Commission  on or prior to the Filing
Date, a Registration  Statement on Form SB-2 (or such other  appropriate form in
accordance  herewith) in accordance  with the method or methods of  distribution
thereof as specified by the Holder (except if otherwise directed by the Holder),
and cause the Registration Statement to become effective and remain effective as
provided herein;  provided,  however,  that not less than five (5) Business Days
prior to the filing of the Registration  Statement or any related  Prospectus or
any  amendment or  supplement  thereto  (including  any  document  that would be
incorporated therein by reference),  the Company shall (i) furnish to the Holder
and its  counsel,  copies of all such  documents  proposed  to be  filed,  which
documents  (other than those  incorporated  by reference) will be subject to the
review of the  Holder  and its  counsel,  and (ii) at the  request of the Holder
cause its officers  and  directors,  counsel and  independent  certified  public
accountants  to  respond  to  such  inquiries  as  shall  be  necessary,  in the
reasonable   opinion  of  counsel  to  such  Holder,  to  conduct  a  reasonable
investigation  within the meaning of the  Securities  Act. The Company shall not
file the  Registration  Statement or any such  Prospectus  or any  amendments or
supplements  thereto  to which the  Holder  shall  reasonably  object in writing
within three (3) Business Days of their receipt thereof.

          (b) Prepare and file with the Commission  such  amendments,  including
post-effective  amendments, to the Registration Statement as may be necessary to
keep the  Registration  Statement  continuously  effective as to the  applicable
Registrable  Securities for the  Effectiveness  Period and prepare and file with
the Commission such additional  Registration Statements in order to register for
resale under the Securities Act all of the  Registrable  Securities;  (ii) cause
the related Prospectus to be amended or supplemented by any required  Prospectus
supplement,  and as so  supplemented or amended to be filed pursuant to Rule 424
(or any similar  provisions then in force) promulgated under the Securities Act;
(iii)  respond  as  promptly  as  possible  to any  comments  received  from the
Commission with respect to the Registration  Statement or any amendment  thereto
and as promptly as possible  provide the Holder true and complete  copies of all
correspondence from and to the Commission relating to the

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Registration  Statement;  and (iv)  comply  in all  material  respects  with the
provisions  of the  Securities  Act and the  Exchange  Act with  respect  to the
disposition of all Registrable  Securities covered by the Registration Statement
during  the  applicable  period  in  accordance  with the  intended  methods  of
disposition by the Holder thereof set forth in the Registration  Statement as so
amended or in such Prospectus as so supplemented.

          (c) Notify the Holder of Registrable Securities to be sold as promptly
as possible  (and, in the case of (i)(A) below,  not less than five (5) Business
Days prior to such filing) and (if  requested  by any such Person)  confirm such
notice in writing no later than one (1) Business Day following  the day:  (i)(A)
when a Prospectus or any Prospectus  supplement or  post-effective  amendment to
the  Registration  Statement  is proposed to be filed;  (B) when the  Commission
notifies  the  Company  whether  there will be a "review"  of such  Registration
Statement and whenever the Commission  comments in writing on such  Registration
Statement   and  (C)  with  respect  to  the   Registration   Statement  or  any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose; (iv) any of the representations and warranties of the Company contained
in any  agreement  contemplated  hereby  ceases  to be true and  correct  in all
material  respects;  (v) 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 (vi) of the
occurrence  of any event  that  makes  any  statement  made in the  Registration
Statement  or  Prospectus  or  any  document   incorporated   or  deemed  to  be
incorporated  therein  by  reference  untrue  in any  material  respect  or that
requires  any  revisions  to the  Registration  Statement,  Prospectus  or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, 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 the light of the circumstances under which they
were made, not misleading.

          (d) Use its best  efforts  to avoid the  issuance  of,  or, if issued,
obtain the withdrawal  of, (i) any order  suspending  the  effectiveness  of the
Registration Statement or (ii) 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.

          (e)  If  requested  by  the  Holder,  (i)  promptly  incorporate  in a
Prospectus supplement or post-effective  amendment to the Registration Statement
such information as the Company reasonably agrees should be included therein and
(ii)  make  all  required   filings  of  such  Prospectus   supplement  or  such
post-effective amendment as soon as reasonably practicable after the Company has
received  notification  of the  matters to be  incorporated  in such  Prospectus
supplement or post-effective amendment.

          (f) Furnish to the Holder and its counsel,  without  charge,  at least
one conformed copy of each  Registration  Statement and each amendment  thereto,
including  financial  statements and schedules,  all documents  incorporated  or
deemed to be incorporated  therein by reference,  and all exhibits to the extent
requested by such Person  (including those previously  furnished or incorporated
by reference) promptly after the filing of such documents with the Commission.

          (g) Promptly deliver to the Holder and its counsel, without charge, as
many  copies  of  the  Prospectus  or  Prospectuses   (including  each  form  of
prospectus)  and each  amendment  or  supplement  thereto  as such  Persons  may
reasonably  request;  and  the  Company  hereby  consents  to the  use  of  such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holder in connection  with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

          (h) Prior to any public  offering of Registrable  Securities,  use its
best  efforts to register  or qualify or  cooperate  with the selling  Holder in
connection  with the  registration  or  qualification  (or  exemption  from such
registration or qualification) of such Registrable Securities for offer and sale
under the  securities or Blue Sky laws of such  jurisdictions  within the United
States  as any  Holder  reasonably  requests  in  writing,  to  keep  each  such
registration or  qualification  (or exemption  therefrom)  effective  during the
Effectiveness  Period  and to do any and all  other  acts or  things  reasonably
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable Securities covered by a Registration Statement;  provided,  however,
that the Company shall not be

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required to qualify generally to do business in any jurisdiction where it is not
then so qualified or to take any action that would subject it to general service
of process in any such  jurisdiction  where it is not then so subject or subject
the Company to any material tax in any such jurisdiction where it is not then so
subject.

          (i) Cooperate with the Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold pursuant
to a Registration Statement, which certificates shall be free of all restrictive
legends,  and to enable such Registrable  Securities to be in such denominations
and  registered in such names as any Holder may request  within at least two (2)
Business Days after notice thereof.

          (j) Upon the occurrence of any event contemplated by Section 3(c)(vi),
as  promptly  as  possible,  prepare a  supplement  or  amendment,  including  a
post-effective  amendment,  to the 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,  neither the  Registration  Statement nor such Prospectus
will 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 the light of the circumstances under which they were made, not misleading.

          (k) Use its best efforts to cause all Registrable  Securities relating
to such  Registration  Statement to be listed on the OTC Bulletin  Board and any
other securities exchange, quotation system, market or over-the-counter bulletin
board,  if any,  on which  similar  securities  issued by the  Company  are then
listed.

          (l) Comply in all  material  respects  with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or 90 days  after the end of any  12-month  period if such  period is a
fiscal  year)  commencing  on the first day of the first  fiscal  quarter of the
Company after the effective date of the Registration Statement,  which statement
shall conform to the requirements of Rule 158.

          (m) Require each selling Holder to furnish to the Company  information
regarding such Holder and the distribution of such Registrable  Securities as is
required by law to be disclosed in the Registration  Statement,  and the Company
may exclude from such registration the Registrable Securities of any such Holder
who fails to furnish  such  information  within a  reasonable  time prior to the
filing of each Registration  Statement,  supplemented  Prospectus and/or amended
Registration  Statement.  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 have the right to require (if such reference to such Holder by name
or  otherwise  is not  required by the  Securities  Act or any  similar  federal
statute  then in force) the  deletion  of the  reference  to such  Holder in any
amendment  or  supplement  to  the  Registration  Statement  filed  or  prepared
subsequent to the time that such  reference  ceases to be required.  Each Holder
covenants and agrees that (i) it will not sell any Registrable  Securities under
the  Registration  Statement  until it has received  copies of the Prospectus as
then amended or supplemented as contemplated in Section 3(g) and notice from the
Company  that such  Registration  Statement  and any  post-effective  amendments
thereto have become  effective as  contemplated  by Section 3(c) and (ii) it and
its officers,  directors or Affiliates,  if any, will comply with the prospectus
delivery  requirements of the Securities Act as applicable to them in connection
with sales of Registrable  Securities  pursuant to the  Registration  Statement.
Each Holder agrees by its acquisition of such Registrable  Securities that, upon
receipt of a notice from the Company of the  occurrence of any event of the kind
described in Section 3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v) or 3(c)(vi), such
Holder will forthwith  discontinue  disposition of such  Registrable  Securities
under the  Registration  Statement until such Holder's  receipt of the copies of
the supplemented  Prospectus and/or amended Registration  Statement contemplated
by Section 3(j), or until it is advised in writing (the "Advice") by the Company
that the use of the applicable  Prospectus may be resumed,  and, in either case,
has  received  copies  of  any  additional  or  supplemental  filings  that  are
incorporated  or deemed to be  incorporated  by reference in such  Prospectus or
Registration Statement.

          (n) If (i) there is  material  non-public  information  regarding  the
Company  which  the  Company's  Board  of  Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company which the Board reasonably

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determines  not to be in the  Company's  best interest to disclose and which the
Company would be required to disclose under the Registration Statement, then the
Company  may  postpone  or suspend  filing or  effectiveness  of a  registration
statement  for a period not to exceed 20  consecutive  days,  provided  that the
Company may not postpone or suspend its  obligation  under this Section 3(n) for
more than 45 days in the aggregate during any 12-month period (each, a "Blackout
Period");  provided,  however,  that no such postponement or suspension shall be
permitted for consecutive 20-day periods,  arising out of the same set of facts,
circumstances or transactions.

     4. Registration Expenses. All fees and expenses incident to the performance
of or  compliance  with  this  Agreement  by the  Company  shall be borne by the
Company whether or not the Registration  Statement is filed or becomes effective
and  whether  or  not  any  Registrable  Securities  are  sold  pursuant  to the
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made  with the OTC  Bulletin  Board  and each  other  securities
exchange or market on which Registrable  Securities are required hereunder to be
listed, (B) with respect to filings required to be made with the Commission, (C)
with respect to filings required to be made under the OTC Bulletin Board and (D)
in  compliance  with  state  securities  or Blue  Sky laws  (including,  without
limitation,  fees and disbursements of counsel for the Holder in connection with
Blue Sky  qualifications of the Registrable  Securities and determination of the
eligibility of the Registrable  Securities for investment under the laws of such
jurisdictions  as  the  Holder  of a  majority  of  Registrable  Securities  may
designate)), (ii) printing expenses (including, without limitation,  expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the  printing of  prospectuses  is requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery  expenses  incurred by the Company,  (iv)  Securities Act
liability insurance, if the Company so desires such insurance,  and (v) fees and
expenses of all other  Persons  retained by the Company in  connection  with the
consummation of the  transactions  contemplated  by this  Agreement,  including,
without limitation,  the Company's independent public accountants (including the
expenses  of any  comfort  letters  or costs  associated  with the  delivery  by
independent  public  accountants  of a comfort  letter or comfort  letters).  In
addition,  the Company  shall be  responsible  for all of its internal  expenses
incurred in connection with the consummation of the transactions contemplated by
this Agreement (including,  without limitation, all salaries and expenses of its
officers and employees  performing legal or accounting  duties),  the expense of
any annual audit, the fees and expenses  incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.

     5. Indemnification.

          (a) Indemnification by the Company. The Company shall, notwithstanding
any termination of this  Agreement,  indemnify and hold harmless each Holder and
each  Holder's  agents  and  brokers  (including  brokers  who  offer  and  sell
Registrable  Securities  as  principal as a result of a pledge or any failure to
perform under a margin call of Common Stock),  investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the  Securities  Act or Section  20 of the  Exchange  Act) and the
officers,  directors,  agents and employees of each such controlling  Person, to
the fullest  extent  permitted by  applicable  law, from and against any and all
losses,  claims,  damages,  liabilities,  costs (including,  without limitation,
costs of preparation and attorneys' fees) and expenses (collectively, "Losses"),
as  incurred,  arising  out of or  relating  to any  untrue  or  alleged  untrue
statement  of a material  fact  contained  in the  Registration  Statement,  any
Prospectus or any form of  prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in the light of the  circumstances  under
which  they were made) not  misleading,  except to the  extent,  but only to the
extent, that such untrue statements or omissions are based solely or in material
part upon  information  regarding  such Holder  furnished to the Company by such
Holder,  which  information  was  reasonably  relied on by the  Company  for use
therein or to the extent  that such  information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the Registration Statement, such Prospectus or such form of prospectus or in any
amendment or supplement thereto. The Company shall notify the Holder promptly of
the  institution,  threat or assertion of any Proceeding of which the Company is
aware in connection with the transactions  contemplated by this Agreement.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of an  Indemnified  Party and shall survive the transfer of
the Registrable Securities by the Holder.

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          (b)  Indemnification  by Holder.  The Holder shall,  severally and not
jointly,  indemnify  and hold  harmless the Company,  the  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by applicable  law,  from and against all Losses,  as
incurred,  arising  solely  or in  material  part out of or based  solely  or in
material  part upon any untrue  statement  of a material  fact  contained in the
Registration Statement,  any Prospectus,  or any form of prospectus,  or arising
solely or in material  part out of or based solely or in material  part upon any
omission of a material fact  required to be stated  therein or necessary to make
the  statements  therein (in the case of any Prospectus or form of prospectus or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not misleading,  to the extent,  but only to the extent,  that such untrue
statement  or  omission  is  contained  in or omitted  from any  information  so
furnished by such Holder to the Company and that such information was reasonably
relied  upon  by  the  Company  for  use  in the  Registration  Statement,  such
Prospectus  or such form of  prospectus  or to the extent that such  information
relates to such  Holder or such  Holder's  proposed  method of  distribution  of
Registrable  Securities  and was reviewed and  expressly  approved in writing by
such Holder expressly for use in the Registration Statement,  such Prospectus or
such form of  prospectus.  Notwithstanding  anything to the  contrary  contained
herein,  the Holder shall be liable under this Section 5(b) for only that amount
as does not exceed the net  proceeds  to such  Holder as a result of the sale of
Registrable Securities pursuant to such Registration Statement.

          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity  is sought (the  "Indemnifying  Party) in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the
right to employ  separate  counsel in any such  Proceeding and to participate in
the defense  thereof,  but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party or Parties unless:  (1) the Indemnifying Party
has  agreed in writing to pay such fees and  expenses;  or (2) the  Indemnifying
Party shall have failed promptly to assume the defense of such Proceeding and to
employ counsel  reasonably  satisfactory to such  Indemnified  Party in any such
Proceeding;  or (3) the named  parties  to any such  Proceeding  (including  any
impleaded  parties)  include both such  Indemnified  Party and the  Indemnifying
Party,  and such  Indemnified  Party shall have been  advised by counsel  that a
conflict of interest is likely to exist if the same  counsel  were to  represent
such  Indemnified  Party and the  Indemnifying  Party (in  which  case,  if such
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  thereof and
such  counsel  shall  be  at  the  expense  of  the  Indemnifying   Party).  The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld.  No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any  Indemnified  Party is a party,  unless  such  settlement  includes an
unconditional  release of such  Indemnified  Party from all  liability on claims
that are the subject  matter of such  Proceeding.  All fees and  expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection  with  investigating  or preparing to defend such  Proceeding in a
manner not  inconsistent  with this  Section)  shall be paid to the  Indemnified
Party,  as incurred,  within ten (10) Business Days of written notice thereof to
the Indemnifying  Party (regardless of whether it is ultimately  determined that
an Indemnified  Party is not entitled to  indemnification  hereunder;  provided,
that the Indemnifying  Party may require such Indemnified  Party to undertake to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  Indemnified  Party is not  entitled  to  indemnification
hereunder).

          (d) Contribution. If a claim for indemnification under Section 5(a) or
5(b) is unavailable to an Indemnified Party because of a failure or refusal of a
governmental  authority to enforce such  indemnification  in accordance with its
terms (by reason of public policy or otherwise),  then each Indemnifying  Party,
in lieu of indemnifying such Indemnified  Party,  shall contribute to the amount
paid or payable by such  Indemnified  Party as a result of such Losses,  in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party and  Indemnified  Party in  connection  with the  actions,  statements  or
omissions that resulted in such Losses as well as any other  relevant  equitable
considerations.  The relative fault of such  Indemnifying  Party and

<PAGE>

Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged  omission of a material fact, has been
taken or made by, or relates to  information  supplied  by,  such  Indemnifying,
Party or Indemnified Party, and the parties' relative intent, knowledge,  access
to information and  opportunity to correct or prevent such action,  statement or
omission.  The amount paid or payable by a party as a result of any Losses shall
be deemed to include,  subject to the limitations set forth in Section 5(c), any
reasonable  attorneys'  or other  reasonable  fees or expenses  incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified  for such fees or expenses if the  indemnification  provided  for in
Sections 5(a) and 5(b) was available to such party in accordance with its terms.
Notwithstanding  anything to the contrary  contained herein, the Holder shall be
liable or required to contribute under this Section 5(d) for only that amount as
does not  exceed  the net  proceeds  to such  Holder  as a result of the sale of
Registrable  Securities  pursuant to such  Registration  Statement.  The parties
hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were  determined by pro rata allocation or by any other method
of  allocation  that does not take into  account  the  equitable  considerations
referred  to in  the  immediately  preceding  paragraph.  No  Person  guilty  of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any Person who was not
guilty of such  fraudulent  misrepresentation.  The indemnity  and  contribution
agreements  contained in this Section are in addition to any liability  that the
Indemnifying Parties may have to the Indemnified Parties.

     6.  Rule  144.  As long as any  Holder  holds  a  Convertible  Note or owns
Conversion  Shares or Interest Payment Shares,  the Company  covenants to timely
file (or obtain  extensions  in respect  thereof and file within the  applicable
grace  period)  all reports  required to be filed by the Company  after the date
hereof  pursuant to Section  13(a) or 15(d) of the  Exchange Act and to promptly
furnish the Holder with true and complete copies of all such filings. As long as
any  Holder  holds a  Convertible  Note or owns  Conversion  Shares or  Interest
Payment  Shares,  if the  Company is not  required to file  reports  pursuant to
Section  13(a) or 15(d) of the Exchange  Act, it will prepare and furnish to the
Holder and make publicly  available in accordance  with Rule 144(c)  promulgated
under the Securities  Act annual and quarterly  financial  statements,  together
with a  discussion  and  analysis  of such  financial  statements  in  form  and
substance  substantially similar to those that would otherwise be required to be
included in reports  required by Section  13(a) or 15(d) of the Exchange Act, as
well as any other  information  required  thereby,  in the time period that such
filings  would have been  required to have been made under the Exchange Act. The
Company  further  covenants  that it will take such further action as any Holder
may reasonably  request,  all to the extent required from time to time to enable
such  Person to sell  Conversion  Shares and  Interest  Payment  Shares  without
registration  under the  Securities  Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act,  including  providing
any legal  opinions of counsel to the Company  referred to in the  Agreement and
Plan of Merger.  Upon the request of any Holder,  the Company  shall  deliver to
such Holder a written  certification of a duly authorized  officer as to whether
it has complied with such requirements.

     7. Miscellaneous.

          (a) Remedies.  In the event of a breach by the Company or by a Holder,
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance of its rights under this  Agreement.  The Company and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

          (b) No  Inconsistent  Agreements.  Neither  the Company nor any of its
subsidiaries  has, as of the date hereof  entered into and  currently in effect,
nor shall the Company or any of its  subsidiaries,  on or after the date of this
Agreement,  enter into any  agreement  with  respect to its  securities  that is
inconsistent  with  the  rights  granted  to the  Holder  in this  Agreement  or
otherwise  conflicts with the provisions  hereof except for registration  rights
previously granted to the Holder.

<PAGE>

          (c)  Piggy-Back  Registrations.  If at any time  when  there is not an
effective  Registration  Statement  covering  any issued or issuable  Conversion
Shares or Interest  Payment  Shares,  and the Company shall determine to prepare
and file with the  Commission a registration  statement  relating to an offering
for its own account or the account of others under the  Securities Act of any of
its equity  securities,  other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or its then equivalents  relating to equity securities
to be issued solely in connection with any acquisition of any entity or business
or equity securities  issuable in connection with stock option or other employee
benefit plans,  the Company shall send to each Holder of Registrable  Securities
written  notice of such  determination  and,  if within  thirty  (30) days after
receipt of such  notice,  any such  Holder  shall so  request in writing  (which
request shall specify the Registrable  Securities  intended to be disposed of by
such Holder),  the Company will cause the registration  under the Securities Act
of all  Registrable  Securities  which  the  Company  has been so  requested  to
register by the Holder, to the extent requisite to permit the disposition of the
Registrable  Securities so to be registered,  provided that if at any time after
giving  written  notice of its intention to register any securities and prior to
the effective date of the  registration  statement filed in connection with such
registration,  the Company shall  determine for any reason not to register or to
delay  registration of such securities,  the Company may, at its election,  give
written notice of such determination to such Holder and,  thereupon,  (i) in the
case of a determination not to register,  shall be relieved of its obligation to
register any Registrable  Securities in connection with such  registration  (but
not from its  obligation to pay expenses in  accordance  with Section 4 hereof),
and (ii) in the case of a determination to delay registering, shall be permitted
to delay  registering any Registrable  Securities being  registered  pursuant to
this  Section  7(c) for the same period as the delay in  registering  such other
securities.  The Company shall include in such registration statement all or any
part of such  Registrable  Securities  such Holder  requests  to be  registered;
provided,  however,  that the Company  shall not be  required  to  register  any
Registrable  Securities pursuant to this Section 7(d) that are eligible for sale
pursuant to Rule 144(k) of the  Securities  Act. In the case of an  underwritten
public  offering,  if  the  managing  underwriter(s)  or  underwriter(s)  should
reasonably  object  to the  inclusion  of the  Registrable  Securities  in  such
registration statement, then if the Company after consultation with the managing
underwriter  should reasonably  determine that the inclusion of such Registrable
Securities,  would materially adversely affect the offering contemplated in such
registration statement,  and based on such determination recommends inclusion in
such  registration  statement of fewer or none of the Registrable  Securities of
the Holder, then (x) the number of Registrable Securities of the Holder included
in such  registration  statement  shall be reduced  pro-rata  among such  Holder
(based upon the number of Registrable Securities requested to be included in the
registration),  if  the  Company  after  consultation  with  the  underwriter(s)
recommends  the inclusion of fewer  Registrable  Securities,  or (y) none of the
Registrable  Securities  of the Holder  shall be included  in such  registration
statement, if the Company after consultation with the underwriter(s)  recommends
the inclusion of none of such Registrable Securities; provided, however, that if
securities  are being  offered for the  account of other  persons or entities as
well as the Company,  such reduction  shall not represent a greater  fraction of
the number of Registrable  Securities  intended to be offered by the Holder than
the  fraction of similar  reductions  imposed on such other  persons or entities
(other than the Company).

          (d) Specific Enforcement, Consent to Jurisdiction. The Company and the
Holder  acknowledge and agree that  irreparable  damage would occur in the event
that any of the provisions of this Registration Rights Agreement,  the Agreement
and Plan of Merger or the Convertible Note were not performed in accordance with
their specific terms or were otherwise  breached.  It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent or cure
breaches of the provisions of this Registration Rights Agreement,  the Agreement
and Plan of Merger or the Convertible Note and to enforce specifically the terms
and provisions hereof or thereof,  this being in addition to any other remedy to
which any of them may be entitled by law or equity.  Each of the Company and the
Holder (i) hereby  irrevocably  submits to the jurisdiction of the United States
District Court sitting in the Commonwealth of Massachusetts  for the purposes of
any suit,  action or proceeding  arising out of or relating to this Agreement or
the  Agreement  and Plan of Merger  and (ii)  hereby  waives,  and agrees not to
assert  in any  such  suit,  action  or  proceeding,  any  claim  that it is not
personally  subject to the jurisdiction of such court,  that the suit, action or
proceeding  is brought in an  inconvenient  forum or that the venue of the suit,
action or proceeding is improper. Each of the Company and the Holder consents to
process  being served in any such suit,  action or  proceeding by mailing a copy
thereof  to such party at the  address  in effect  for  notices to it under this
Agreement  and agrees that such service  shall  constitute  good and  sufficient
service of process and notice thereof. Nothing in this Section 7(d) shall affect
or limit any right to serve process in any other manner permitted by law.

<PAGE>

          (e)  Amendments  and  Waivers.   The  provisions  of  this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Holder.  Notwithstanding  the  foregoing,  a waiver or consent to depart
from the provisions hereof with respect to a matter that relates  exclusively to
the  rights of a Holder  and that does not  directly  or  indirectly  affect the
rights  of other  Holder  may be given by the  Holder  to which  such  waiver or
consent relates; provided, however, that the provisions of this sentence may not
be amended,  modified,  or supplemented except in accordance with the provisions
of the immediately preceding sentence.

          (f) Notices. Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective in accordance with the notice  provision set forth in
the Agreement and Plan of Merger.  The  addresses for such  communications  with
respect to each party shall be the address(es) for such party that are set forth
in the  Agreement  and Plan of Merger (as the same may be modified  from time to
time by such party in  accordance  with the terms of the  Agreement  and Plan of
Merger), or to such other address or addresses or facsimile number or numbers as
any such party may most recently have designated in writing to the other parties
hereto by such notice.

          (g) Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their  successors and permitted  assigns
and shall inure to the benefit of the Holder and their respective successors and
assigns.  The  Company  may not assign  this  Agreement  or any of its rights or
obligations   hereunder  without  the  prior  written  consent  of  the  Holder.
Notwithstanding  anything to the  contrary in this  Agreement,  no Holder  shall
assign its rights under this Agreement or otherwise transfer all or a portion of
the  Convertible  Note or the  Registrable  Securities to any  competitor of the
Company,  and in no event shall there be greater than three (3) Holder which are
not affiliates of the initial Holder during the term of this Agreement.

          (h)  Assignment  of  Registration  Rights.  The rights of each  Holder
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable by each Holder to any transferee of such Holder of all
or a portion of the Convertible  Note or the Registrable  Securities if: (i) the
Holder agrees in writing with the  transferee or assignee to assign such rights,
and a copy of such  agreement is  furnished  to the Company  within a reasonable
time after such assignment,  (ii) the Company is, within a reasonable time after
such transfer or  assignment,  furnished with written notice of (a) the name and
address of such  transferee or assignee,  and (b) the securities with respect to
which  such  registration  rights  are  being  transferred  or  assigned,  (iii)
following such transfer or assignment the further disposition of such securities
by the  transferee  or  assignees is  restricted  under the  Securities  Act and
applicable  state  securities  laws,  (iv) at or  before  the time  the  Company
receives the written  notice  contemplated  by clause (ii) of this Section,  the
transferee or assignee  agrees in writing with the Company to be bound by all of
the provisions of this Agreement,  and (v) such transfer shall have been made in
accordance with the applicable requirements of the Agreement and Plan of Merger.
The  rights  to  assignment  shall  apply  to the  Holder  (and  to  subsequent)
successors and assigns.

          (i)  Lock-Up.  Holder  agrees  not to sell,  dispose  of or  otherwise
transfer  Registrable  Securities  for  the  earlier  of (i) 45 days  after  the
Effectiveness Date, or (ii) the conversion by Augustine Fund, L.P. of all of its
Convertible Note issued by the Company on March 23, 2000.

          (j)  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

          (k) Governing Law. This  Agreement  shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts, without regard
to principles of conflicts of law thereof.

          (l) Cumulative  Remedies.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

<PAGE>

          (m) Severability.  If any term, provision,  covenant or restriction of
this  Agreement is held to be invalid,  illegal,  void or  unenforceable  in any
respect, the remainder of the terms, provisions,  covenants and restrictions set
forth  herein  shall  remain  in full  force and  effect  and shall in no way be
affected,  impaired  or  invalidated,  and the  parties  hereto  shall use their
reasonable  efforts to find and employ an alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

          (n) Headings.  The headings  herein are for  convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

          (o)  Shares  Held by the  Company  and its  Affiliates.  Whenever  the
consent  or  approval  of  Holder  of  a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than any Holder or  transferees or successors or assigns
thereof  if such  Holder is deemed  to be an  Affiliate  solely by reason of its
holdings of such  Registrable  Securities)  shall not be counted in  determining
whether  such  consent  or  approval  was given by the  Holder of such  required
percentage and shall not be counted as outstanding.

          (p) Notice of  Effectiveness.  Within two (2) business  days after the
Registration  Statement  which  includes the  Registrable  Securities is ordered
effective by the  Commission,  the Company shall deliver,  and shall cause legal
counsel for the Company to deliver,  to the transfer agent for such  Registrable
Securities and to the Holder  confirmation  that the Registration  Statement has
been declared effective by the Commission in the form attached hereto as Exhibit
A.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

          IN WITNESS WHEREOF,  the parties hereto have caused this  Registration
Rights Agreement to be duly executed by their respective  authorized  persons as
of the date first indicated above.

                                        SALES ONLINE DIRECT, INC.


                                        By:     /s/ Gregory Rotman
                                              ---------------------------------
                                        Its:    President


                                        HOLDER:


                                        /s/ Leslie Rotman
                                        ----------------------------------------
                                        Leslie Rotman

<PAGE>

                                                                       EXHIBIT A

            FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT

[NAME AND ADDRESS OF TRANSFER AGENT]
Attn:
     ---------------------

[NAME OF INVESTOR]
[ADDRESS]
[ADDRESS]
Attn:
     ---------------------

     Re: SALES ONLINE DIRECT, INC.

Ladies and Gentlemen:

     We are counsel to Sales Online Direct,  Inc., a Delaware  corporation  (the
"COMPANY"),  and have  represented  the Company in connection  with that certain
Agreement and Plan of Merger (the  "Agreement and Plan of Merger"),  dated as of
___________,  2001,  between  the  Company  and the Holder  named  therein  (the
"HOLDER")  pursuant  to which the  Company  issued to the  Holder a  Convertible
Promissory Note convertible into shares of the Company's common stock, $.001 par
value per share (the  "COMMON  STOCK").  Pursuant to the  Agreement  and Plan of
Merger,  the Company has also entered into a Registration  Rights Agreement with
the Holder (the "REGISTRATION  RIGHTS  AGREEMENT"),  dated of even date with the
Agreement and Plan of Merger,  pursuant to which the Company agreed, among other
things,  to register the Registrable  Securities (as defined in the Registration
Rights Agreement), including the shares of Common Stock issuable upon conversion
of the Convertible Note, under the Securities Act of 1933, as amended (the "1933
ACT").  In connection  with the  Company's  obligations  under the  Registration
Rights Agreement, on  ____________________________  , 200__, the Company filed a
Registration  Statement on Form ___ (File No. 333-__________) (the "REGISTRATION
STATEMENT") with the Securities and Exchange  Commission (the "SEC") relating to
the resale of the  Registrable  Securities  which names each Holder as a selling
stockholder  thereunder.  In connection with the foregoing, we advise you that a
member of the SEC's staff has advised us by  telephone  that the SEC has entered
an order declaring the  Registration  Statement  effective under the 1933 Act at
[ENTER TIME OF EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no
knowledge,  after  telephonic  inquiry of a member of the SEC's staff,  that any
stop order suspending its  effectiveness has been issued or that any proceedings
for  that  purpose  are  pending  before,  or  threatened  by,  the  SEC and the
Registrable  Securities  are available for resale under the 1933 Act pursuant to
the Registration Statement.

                                                              Very truly yours,


                                                              [COMPANY COUNSEL]