PROXYMED INC /FT LAUDERDALE/
FORM OF REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>g75168ex10-3.txt
<DESCRIPTION>FORM OF REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3

                          REGISTRATION RIGHTS AGREEMENT

                                      among

                                 PROXYMED, INC.

                       GENERAL ATLANTIC PARTNERS 74 L.P.,

                       GAP COINVESTMENT PARTNERS II, L.P.,

                                  GAPSTAR, LLC,

                               GAPCO GMBH & CO. KG




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

                              Dated: April __, 2002

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



<PAGE>

                                                                               i


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>      <C>                                                                                           <C>
1.       Definitions.....................................................................................1

2.       General; Securities Subject to this Agreement...................................................5
         (a)      Grant of Rights........................................................................5
         (b)      Registrable Securities.................................................................5
         (c)      Holders of Registrable Securities......................................................5

3.       Demand Registration.............................................................................5
         (a)      Request for Demand Registration........................................................5
         (b)      Incidental or "Piggy-back" Rights With Respect to a Demand Registration................6
         (c)      Effective Demand Registration..........................................................7
         (d)      Expenses...............................................................................7
         (e)      Underwriting Procedures................................................................7
         (f)      Selection of Underwriters..............................................................8

4.       Incidental or "Piggy-Back" Registration.........................................................8
         (a)      Request for Incidental Registration....................................................8
         (b)      Expenses...............................................................................9

5.       Shelf Registration..............................................................................9
         (a)      Request for a Shelf Registration.......................................................9
         (d)      Shelf Underwriting Procedures..........................................................9
         (c)      Expenses..............................................................................10
         (d)      No Demand Registration................................................................10

6.       Holdback Agreements............................................................................10
         (a)      Restrictions On Public Sale by Designated Holders.....................................10
         (b)      Restrictions On Public Sale by the Company............................................11

7.       Registration Procedures........................................................................11
         (a)      Obligations of the Company............................................................11
         (b)      Seller Information....................................................................14
         (c)      Notice to Discontinue.................................................................14
         (d)      Registration Expenses.................................................................14

8.       Indemnification; Contribution..................................................................15
         (a)      Indemnification by the Company........................................................15
         (b)      Indemnification by Designated Holders.................................................15
         (c)      Conduct of Indemnification Proceedings................................................16
         (d)      Contribution..........................................................................17

9.       Rule 144.......................................................................................17

</TABLE>

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                                                                              ii


<TABLE>
<CAPTION>

<S>      <C>                                                                                           <C>
10.      Miscellaneous..................................................................................18
         (a)      Recapitalizations, Exchanges, Etc.....................................................18
         (b)      No Inconsistent Agreements............................................................18
         (c)      Remedies..............................................................................18
         (d)      Amendments and Waivers................................................................18
         (e)      Notices...............................................................................19
         (f)      Successors and Assigns; Third Party Beneficiaries.....................................20
         (g)      Counterparts..........................................................................21
         (h)      Headings..............................................................................21
         (i)      Governing Law.........................................................................21
         (j)      Severability..........................................................................21
         (k)      Rules of Construction.................................................................21
         (l)      Entire Agreement......................................................................21
         (m)      Further Assurances....................................................................21
         (n)      Other Agreements......................................................................21

</TABLE>


<PAGE>


                          REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION RIGHTS AGREEMENT, dated April __, 2002 (this
"Agreement"), among ProxyMed, Inc., a Florida corporation (the "Company"),
General Atlantic Partners 74, L.P., a Delaware limited partnership ("GAP LP"),
GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GAP
Coinvestment"), GapStar, LLC, a Delaware limited liability company ("GapStar"),
and GAPCO GmbH & Co. KG, a German limited partnership ("GmbH Coinvestment").

                  WHEREAS, pursuant to the Stock and Warrant Purchase Agreement,
dated March 26, 2002 (the "Stock Purchase Agreement"), among the Company, GAP
LP, GAP Coinvestment, GapStar and GmbH Coinvestment, the Company has agreed to
issue and sell to each GAP LP, GAP Coinvestment, GapStar and GmbH Coinvestment
(a) shares of Common Stock, par value $0.001 per share, of the Company and (b) a
Warrant (as hereinafter defined); and

                  WHEREAS, in order to induce each of GAP LP, GAP Coinvestment,
GapStar, and GmbH Coinvestment to purchase its shares of Common Stock and its
Warrants, the Company has agreed to grant registration rights with respect to
the Registrable Securities (as hereinafter defined) as set forth in this
Agreement.

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

                  1. DEFINITIONS. As used in this Agreement, and unless the
context requires a different meaning, the following terms have the meanings
indicated:

                  "AFFILIATE" shall mean any Person who is an "affiliate" as
defined in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act. In addition, the following shall be deemed to be Affiliates of GAP
Coinvestment, GAP LP, GapStar and GmbH Coinvestment: (a) GAP LLC, the members of
GAP LLC, GmbH Management, the shareholders of GmbH Management, the limited
partners of each of GAP Coinvestment, GAP LP and GmbH Coinvestment, and the
members of GapStar; (b) any Affiliate of GAP LLC, the members of GAP LLC, the
limited partners of GAP Coinvestment or GmbH Coinvestment, or the members of
GapStar; and (c) any limited liability company or partnership a majority of
whose members or partners, as the case may be, are members or former members of
GAP LLC or consultants or key employees of General Atlantic Service Corporation,
a Delaware corporation and an Affiliate of GAP LLC. In addition, GAP LP, GAP
Coinvestment, GapStar and GmbH Coinvestment shall be deemed to be Affiliates of
one another.

                  "AGREEMENT" mean this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.

                  "APPROVED UNDERWRITER" has the meaning set forth in Section
3(f) of this Agreement.



<PAGE>
                                                                               2


                  "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

                  "BUSINESS DAY" means any day other than a Saturday, Sunday or
other day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.

                  "CLOSING PRICE" means, with respect to the Registrable
Securities, as of the date of determination, (a) if the Registrable Securities
are listed on a national securities exchange, the closing price per share of a
Registrable Security on such date published in THE WALL STREET JOURNAL (NATIONAL
EDITION) or, if no such closing price on such date is published in THE WALL
STREET JOURNAL (NATIONAL EDITION), the average of the closing bid and asked
prices on such date, as officially reported on the principal national securities
exchange on which the Registrable Securities are then listed or admitted to
trading; or (b) if the Registrable Securities are not then listed or admitted to
trading on any national securities exchange but are designated as national
market system securities by the NASD, the last trading price per share of a
Registrable Security on such date; or (c) if there shall have been no trading on
such date or if the Registrable Securities are not designated as national market
system securities by the NASD, the average of the reported closing bid and asked
prices of the Registrable Securities on such date as shown by The Nasdaq Stock
Market, Inc. (or its successor) and reported by any member firm of The New York
Stock Exchange, Inc. selected by the Company; or (d) if none of (a), (b) or (c)
is applicable, a market price per share determined in good faith by the Board of
Directors or, if such determination is not satisfactory to the Designated Holder
for whom such determination is being made, by a nationally recognized investment
banking firm selected by the Company and such Designated Holder, the expenses
for which shall be borne equally by the Company and such Designated Holder. If
trading is conducted on a continuous basis on any exchange, then the closing
price shall be at 4:00 P.M. New York City time.

                  "COMMISSION" means the Securities and Exchange Commission or
any similar agency then having jurisdiction to enforce the Securities Act.

                  "COMMON STOCK" means the Common Stock, par value $0.001 per
share, of the Company or any other capital stock of the Company into which such
stock is reclassified or reconstituted and any other common stock of the
Company.

                  "COMPANY" has the meaning set forth in the preamble to this
Agreement.

                  "COMPANY UNDERWRITER" has the meaning set forth in Section
4(a) of this Agreement.

                  "DEMAND REGISTRATION" has the meaning set forth in Section
3(a) of this Agreement.

                  "DESIGNATED HOLDER" means each of the General Atlantic
Stockholders and any transferee of any of them to whom Registrable Securities
have been transferred in accordance with Section 10(f) of this Agreement, other
than a transferee to whom Registrable Securities have been transferred pursuant
to a Registration Statement under the Securities Act or Rule 144 or Regulation S
under the Securities Act (or any successor rule thereto).

<PAGE>
                                                                               3


                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

                  "GAP COINVESTMENT" has the meaning set forth in the preamble
to this Agreement.

                  "GAP LLC" means General Atlantic Partners, LLC, a Delaware
limited liability company and the general partner of GAP LP and the managing
member of GapStar, and any successor to such entity.

                  "GAP LP" has the meaning set forth in the preamble to this
Agreement.

                  "GAPSTAR" has the meaning set forth in the preamble to this
Agreement.

                  "GENERAL ATLANTIC STOCKHOLDERS" means GAP LP, GAP
Coinvestment, GapStar, GmbH Coinvestment, any Subsequent General Atlantic
Purchaser and any Transferee thereof to whom Registrable Securities are
transferred in accordance with Section 10(f) of this Agreement.

                  "GMBH COINVESTMENT" has the meaning set forth in the preamble
to this Agreement.

                  "GMBH MANAGEMENT" means GAPCO Management GmbH, a German
company with limited liability and the general partner of GmbH Coinvestment, and
any successor to such entity.

                  "HOLDERS' COUNSEL" has the meaning set forth in Section
7(a)(i) of this Agreement.

                  "INCIDENTAL REGISTRATION" has the meaning set forth in Section
4(a) of this Agreement.

                  "INDEMNIFIED PARTY" has the meaning set forth in Section 8(c)
of this Agreement.

                  "INDEMNIFYING PARTY" has the meaning set forth in Section 8(c)
of this Agreement.

                  "INITIATING HOLDERS" has the meaning set forth in Section 3(a)
of this Agreement.

                  "INSPECTOR" has the meaning set forth in Section 7(a)(vii) of
this Agreement.



<PAGE>
                                                                               4


                  "LIABILITY" has the meaning set forth in Section 8(a) of this
Agreement.

                  "MARKET PRICE" means, on any date of determination, the
average of the daily Closing Price of the Registrable Securities for the
immediately preceding thirty (30) days on which the national securities
exchanges are open for trading.

                  "NASD" means the National Association of Securities Dealers,
Inc.

                  "PERSON" means any individual, firm, corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, limited liability company, government (or an
agency or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.

                  "RECORDS" has the meaning set forth in Section 7(a)(vii) of
this Agreement.

                  "REGISTRABLE SECURITIES" means each of the following: (a) any
and all shares of Common Stock owned by the Designated Holders on the date
hereof or issued or issuable upon exercise of the Warrants, (b) any other shares
of Common Stock hereafter acquired or owned by any of the Designated Holders if
such Designated Holder is an Affiliate of the Company and (c) any shares of
Common Stock issued or issuable to any of the Designated Holders with respect to
the Registrable Securities by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise and any shares of Common Stock or voting
common stock issuable upon conversion, exercise or exchange thereof.

                  "REGISTRATION EXPENSES" has the meaning set forth in Section
7(d) of this Agreement.

                  "REGISTRATION STATEMENT" means a Registration Statement filed
pursuant to the Securities Act.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

                  "SHELF INITIATING HOLDERS" has the meaning set forth in
Section 5(a) of this Agreement.

                  "SHELF REGISTRATION" has the meaning set forth in Section 5(a)
of this Agreement.

                  "STOCK PURCHASE AGREEMENT" has the meaning set forth in the
recitals to this Agreement.

                  "SUBSEQUENT GENERAL ATLANTIC PURCHASER" means any Affiliate of
GAP LLC that, after the date hereof, acquires shares of Common Stock, Preferred
Stock, other shares of capital stock of the Company, or any other security
convertible, exchangeable



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                                                                               5


or exercisable into or for shares of Common Stock, Preferred Stock or other
shares of capital stock of the Company, and any option, warrant or other
subscription or purchase right with respect to any of the foregoing.

                  "VALID BUSINESS REASON" has the meaning set forth in Section
3(a) of this Agreement.

                  "WARRANTS" has the meaning set forth in the Stock Purchase
Agreement.

                  2. GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT.

                           (a) GRANT OF RIGHTS. The Company hereby grants
registration rights to the Designated Holders upon the terms and conditions set
forth in this Agreement.

                           (b) REGISTRABLE SECURITIES. For the purposes of this
Agreement, Registrable Securities will cease to be Registrable Securities, when
(i) a Registration Statement covering such Registrable Securities has been
declared effective under the Securities Act by the Commission and such
Registrable Securities have been disposed of pursuant to such effective
Registration Statement, (ii) (x) the entire amount of the Registrable Securities
owned by a Designated Holder may be sold in a single sale, in the opinion of
counsel satisfactory to the Company and such Designated Holder, each in their
reasonable judgment, without any limitation as to volume pursuant to Rule 144
(or any successor provision then in effect) under the Securities Act and (y)
such Designated Holder owning such Registrable Securities owns less than one
percent (1%) of the outstanding shares of Common Stock on a fully diluted basis,
or (iii) the Registrable Securities are proposed to be sold or distributed by a
Person not entitled to the registration rights granted by this Agreement.

                           (c) HOLDERS OF REGISTRABLE SECURITIES. A Person is
deemed to be a holder of Registrable Securities whenever such Person owns of
record Registrable Securities, or holds an option to purchase, or a security
convertible into or exercisable or exchangeable for, Registrable Securities
whether or not such acquisition or conversion has actually been effected. If the
Company receives conflicting instructions, notices or elections from two or more
Persons with respect to the same Registrable Securities, the Company may act
upon the basis of the instructions, notice or election received from the
registered owner of such Registrable Securities. Registrable Securities issuable
upon exercise of an option or upon conversion of another security shall be
deemed outstanding for the purposes of this Agreement.

                  3. DEMAND REGISTRATION.

                           (a) REQUEST FOR DEMAND REGISTRATION. At any time
commencing April __,2003, one or more of the General Atlantic Stockholders,
acting solely through GAP LLC or its written designee (the "Initiating
Holders"), may make a written request to the Company to register, and the
Company shall register, under the Securities Act (other than pursuant to a
Registration Statement on Form S-4 or S-8 or any



<PAGE>
                                                                               6


successor thereto) (a "Demand Registration"), the number of Registrable
Securities stated in such request; PROVIDED, HOWEVER, that subject to Section
3(c), the Company shall not be obligated to effect more than one such Demand
Registration for the General Atlantic Stockholders. For purposes of the
preceding sentence, two or more Registration Statements filed in response to one
demand shall be counted as one Demand Registration. If the Board of Directors,
in its good faith judgment, determines that any registration of Registrable
Securities should not be made or continued because it would materially interfere
with any material financing, acquisition, corporate reorganization or merger or
other material transaction involving the Company (a "Valid Business Reason"),
the Company may (x) postpone filing a Registration Statement relating to a
Demand Registration until such Valid Business Reason no longer exists, but in no
event for more than one hundred and twenty (120) days, and (y) in case a
Registration Statement has been filed relating to a Demand Registration, if the
Valid Business Reason has not resulted from actions taken by the Company, the
Company, upon the approval of a majority of the Board of Directors, may cause
such Registration Statement to be withdrawn and its effectiveness terminated or
may postpone amending or supplementing such Registration Statement. The Company
shall give written notice of its determination to postpone or withdraw a
Registration Statement and of the fact that the Valid Business Reason for such
postponement or withdrawal no longer exists, in each case, promptly after the
occurrence thereof. Notwithstanding anything to the contrary contained herein,
the Company may not postpone or withdraw a filing under this Section 3(a) more
than once. The request for a Demand Registration by the Initiating Holders shall
state the amount of the Registrable Securities proposed to be sold and the
intended method of disposition thereof.

                           (b) INCIDENTAL OR "PIGGY-BACK" RIGHTS WITH RESPECT TO
A DEMAND REGISTRATION. Each of the Designated Holders (other than Initiating
Holders which have requested a registration under Section 3(a)) may offer its or
his Registrable Securities under any Demand Registration pursuant to this
Section 3(b). Within five (5) Business Days after the receipt of a request for a
Demand Registration from an Initiating Holder, the Company shall (i) give
written notice thereof to all of the Designated Holders (other than Initiating
Holders which have requested a registration under Section 3(a)) and (ii) subject
to Section 3(e), include in such registration all of the Registrable Securities
held by such Designated Holders from whom the Company has received a written
request for inclusion therein within ten (10) days of the receipt by such
Designated Holders of such written notice referred to in clause (i) above. Each
such request by such Designated Holders shall specify the number of Registrable
Securities proposed to be registered. The failure of any Designated Holder to
respond within such 10-day period referred to in clause (ii) above shall be
deemed to be a waiver of such Designated Holder's rights under this Section 3
with respect to such Demand Registration. Any Designated Holder may waive its
rights under this Section 3 prior to the expiration of such 10-day period by
giving written notice to the Company, with a copy to the Initiating Holders. If
a Designated Holder sends the Company a written request for inclusion of part or
all of such Designated Holder's Registrable Securities in a registration, such
Designated Holder shall not be entitled to withdraw or revoke such request
without the prior written consent of the Company in its sole discretion unless,
as a result of facts or circumstances arising after the date on which such
request was made relating to the Company or to market



<PAGE>
                                                                               7


conditions, such Designated Holder reasonably determines that participation in
such registration would have a material adverse effect on such Designated
Holder.

                           (c) EFFECTIVE DEMAND REGISTRATION. The Company shall
use its reasonable best efforts to cause any such Demand Registration to become
and remain effective not later than sixty (60) days after it receives a request
under Section 3(a) hereof. A registration shall not constitute a Demand
Registration until it has become effective and remains continuously effective
for the lesser of (i) the period during which all Registrable Securities
registered in the Demand Registration are sold and (ii) 120 days; PROVIDED,
HOWEVER, that a registration shall not constitute a Demand Registration if (x)
after such Demand Registration has become effective, such registration or the
related offer, sale or distribution of Registrable Securities thereunder is
interfered with by any stop order, injunction or other order or requirement of
the Commission or other governmental agency or court for any reason not
attributable to the Initiating Holders and such interference is not thereafter
eliminated or (y) the conditions specified in the underwriting agreement, if
any, entered into in connection with such Demand Registration are not satisfied
or waived, other than by reason of a failure by the Initiating Holder or (z)
less than 75% of the Registrable Securities requested to be included in any such
Demand Registration are not so included or are not sold pursuant to such Demand
Registration.

                           (d) EXPENSES. The Company shall pay all Registration
Expenses in connection with a Demand Registration, whether or not such Demand
Registration becomes effective.

                           (e) UNDERWRITING PROCEDURES. If the Company or the
Initiating Holders holding a majority of the Registrable Securities held by all
of the Initiating Holders so elect, the Company shall use its reasonable best
efforts to cause such Demand Registration to be in the form of a firm commitment
underwritten offering and the managing underwriter or underwriters selected for
such offering shall be the Approved Underwriter selected in accordance with
Section 3(f). In connection with any Demand Registration under this Section 3
involving an underwritten offering, none of the Registrable Securities held by
any Designated Holder making a request for inclusion of such Registrable
Securities pursuant to Section 3(b) hereof shall be included in such
underwritten offering unless such Designated Holder accepts the terms of the
offering as agreed upon by the Company, the Initiating Holders and the Approved
Underwriter, and then only in such quantity as will not, in the opinion of the
Approved Underwriter, jeopardize the success of such offering by the Initiating
Holders. If the Approved Underwriter advises the Company that the aggregate
amount of such Registrable Securities requested to be included in such offering
is sufficiently large to have a material adverse effect on the success of such
offering, then the Company shall include in such registration only the aggregate
amount of Registrable Securities that the Approved Underwriter believes may be
sold without any such material adverse effect and shall reduce the amount of
Registrable Securities to be included in such registration, FIRST by eliminating
any shares included by the Company, SECOND as to the Designated Holders (who are
not Initiating Holders and who requested to participate in such registration
pursuant to Section 3(b) hereof) as a group, if any, and THIRD as to the
Initiating Holders



<PAGE>
                                                                               8


as a group, pro rata within each group based on the number of Registrable
Securities owned by each such Designated Holder or Initiating Holder, as the
case may be.

                           (f) SELECTION OF UNDERWRITERS. If any Demand
Registration or Shelf Registration, as the case may be, of Registrable
Securities is in the form of an underwritten offering, the Company shall select
and obtain an investment banking firm of national reputation to act as the
managing underwriter of the offering (the "Approved Underwriter"); PROVIDED,
HOWEVER, that the Approved Underwriter shall, in any case, also be approved by
the Initiating Holders or Shelf Initiating Holders, as the case may be, such
approval not to be unreasonably withheld.

                  4. INCIDENTAL OR "PIGGY-BACK" REGISTRATION.

                           (a) REQUEST FOR INCIDENTAL REGISTRATION. At any time
commencing April [ ], 2003, if the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering by the Company
for its own account (other than a Registration Statement on Form S-4 or S-8 or
any successor thereto) or for the account of any stockholder of the Company
other than the Designated Holders, then the Company shall give written notice of
such proposed filing to each of the Designated Holders at least twenty (20) days
before the anticipated filing date, and such notice shall describe the proposed
registration and distribution and offer such Designated Holders the opportunity
to register the number of Registrable Securities as each such Designated Holder
may request (an "Incidental Registration"). The Company shall use its reasonable
best efforts (within twenty (20) days of the notice provided for in the
preceding sentence) to cause the managing underwriter or underwriters in the
case of a proposed underwritten offering (the "Company Underwriter") to permit
each of the Designated Holders who have requested in writing to participate in
the Incidental Registration to include its or his Registrable Securities in such
offering on the same terms and conditions as the securities of the Company or
the account of such other stockholder, as the case may be, included therein. In
connection with any Incidental Registration under this Section 4(a) involving an
underwritten offering, the Company shall not be required to include any
Registrable Securities in such underwritten offering unless the Designated
Holders thereof accept the terms of the underwritten offering as agreed upon
between the Company, such other stockholders, if any, and the Company
Underwriter, and then only in such quantity as the Company Underwriter believes
will not jeopardize the success of the offering by the Company. If the Company
Underwriter determines that the registration of all or part of the Registrable
Securities which the Designated Holders have requested to be included would
materially adversely affect the success of such offering, then the Company shall
be required to include in such Incidental Registration, to the extent of the
amount that the Company Underwriter believes may be sold without causing such
adverse effect, FIRST, all of the securities to be offered for the account of
the Company; SECOND, the Registrable Securities to be offered for the account of
the Designated Holders pursuant to this Section 4, pro rata based on the number
of Registrable Securities owned by each such Designated Holder; THIRD, the
securities held by any other stockholder of the Company that the Company is
contractually obligated to include in such Registration Statement pursuant to a
contract entered into prior to March 26, 2002 and set forth in SCHEDULE 1; and
FOURTH, any other securities requested to be included in such offering.


<PAGE>
                                                                               9


                           (b) EXPENSES. The Company shall bear all Registration
Expenses in connection with any Incidental Registration pursuant to this Section
4, whether or not such Incidental Registration becomes effective.

                  5. SHELF REGISTRATION.

                           (a) REQUEST FOR A SHELF REGISTRATION. At any time
commencing after April __, 2003, in the event that the Company shall receive
from one or more of the General Atlantic Stockholders as a group, acting solely
through GAP LLC or its written designee (the "Shelf Initiating Holders"), a
written request that the Company register, under the Securities Act on Form S-3
(or any successor form then in effect) (a "Shelf Registration"), all or a
portion of the Registrable Securities owned by such Shelf Initiating Holders on
a shelf registration to be offered on a continuous basis, the Company shall give
written notice of such request to all of the Designated Holders (other than
Shelf Initiating Holders which have requested an Shelf Registration under this
Section 5(a)) at least ten (10) days before the anticipated filing date of such
Shelf Registration, and such notice shall describe the proposed registration and
offer such Designated Holders the opportunity to register the number of
Registrable Securities as each such Designated Holder may request in writing to
the Company, given within ten (10) days after their receipt from the Company of
the written notice of such registration. The Shelf Registration pursuant to this
Section 5(a)shall be for an offering on a continuous basis pursuant to rule 415
under the Securities Act and the Company shall, subject to the Securities Act,
maintain the effectiveness of the Shelf Registration until all of the
Registrable Securities included on such Shelf Registration have been disposed of
or otherwise no longer constitute Registrable Securities. With respect to each
Shelf Registration, the Company shall, subject to Section 5(b), (i) include in
such offering the Registrable Securities of the Shelf Initiating Holders and
(ii) use its reasonable best efforts to (x) cause such registration pursuant to
this Section 5(a) to become and remain effective as soon as practicable, but in
any event not later than forty-five (45) days after it receives a request
therefor and (y) include in such offering the Registrable Securities of the
Designated Holders (other than Shelf Initiating Holders which have requested an
Shelf Registration under this Section 5(a)) who have requested in writing to
participate in such registration on the same terms and conditions as the
Registrable Securities of the Shelf Initiating Holders included therein.

                           (b) SHELF UNDERWRITING PROCEDURES. If the Shelf
Initiating Holders holding a majority of the Registrable Securities held by all
of the Shelf Initiating Holders so elect, the Company shall use its reasonable
best efforts to cause either (i) such Shelf Registration pursuant to this
Section 5 to be in the form of a firm commitment underwritten offering or (ii) a
supplement to an effective Shelf Registration to be filed with the Commission in
accordance with the Securities Act in order to effect a firm commitment
underwritten offering and in either case the managing underwriter or
underwriters selected for such offering shall be the Approved Underwriter
selected in accordance with Section 3(f). In connection with any Shelf
Registration under Section 5(a) involving an underwritten offering, the Company
shall not be required to include any Registrable Securities in such underwritten
offering unless the Designated Holders thereof accept the terms of the
underwritten offering as agreed upon between the



<PAGE>
                                                                              10


Company, the Approved Underwriter and the Shelf Initiating Holders (which in any
case shall not require the Designated Holders to make any representations or
warranties about the Company), and then only in such quantity as such
underwriter believes will not jeopardize the success of such offering by the
Shelf Initiating Holders. If the Approved Underwriter believes that the
registration of all or part of the Registrable Securities which the Shelf
Initiating Holders and the other Designated Holders have requested to be
included would materially adversely affect the success of such public offering,
then the Company shall be required to include in the underwritten offering, to
the extent of the amount that the Approved Underwriter believes may be sold
without causing such adverse effect, FIRST, all of the Registrable Securities to
be offered for the account of the Shelf Initiating Holders, pro rata based on
the number of Registrable Securities owned by such Shelf Initiating Holders;
SECOND, the Registrable Securities to be offered for the account of the other
Designated Holders who requested inclusion of their Registrable Securities
pursuant to Section 5(a), pro rata based on the number of Registrable Securities
owned by such Designated Holders; and THIRD, any other securities requested to
be included in such offering.

                           (c) EXPENSES. The Company shall bear all Registration
Expenses in connection with any Shelf Registration pursuant to this Section 5,
whether or not such Shelf Registration become effective.

                           (d) NO DEMAND REGISTRATION. No registration requested
by any Shelf Initiating Holder pursuant to this Section 5 shall be deemed a
Demand Registration pursuant to Section 3.

                  6. HOLDBACK AGREEMENTS.

                           (a) RESTRICTIONS ON PUBLIC SALE BY DESIGNATED
HOLDERS. To the extent (i) requested by the Approved Underwriter or the Company
Underwriter, as the case may be, in the case of an underwritten public offering
and (ii) all of the Company's officers, directors and holders in excess of one
percent (1%) of its outstanding capital stock execute agreements identical to
those referred to in this Section 6(a), each Designated Holder agrees (x) not to
effect any public sale or distribution of any Registrable Securities or of any
securities convertible into or exchangeable or exercisable for such Registrable
Securities, including a sale pursuant to Rule 144 under the Securities Act, or
offer to sell, contract to sell (including without limitation any short sale),
grant any option to purchase or enter into any hedging or similar transaction
with the same economic effect as a sale any Registrable Securities and (y) not
to make any request for a Demand Registration or Shelf Registration during the
ninety (90) day period or such shorter period, if any, mutually agreed upon by
such Designated Holder and the requesting party beginning on the effective date
of the Registration Statement (except as part of such registration) for such
public offering. No Designated Holder of Registrable Securities subject to this
Section 6(a) shall be released from any obligation under any agreement,
arrangement or understanding entered into pursuant to this Section 6(a) unless
all other Designated Holders of Registrable Securities subject to the same
obligation are also released.



<PAGE>
                                                                              11


                           (b) RESTRICTIONS ON PUBLIC SALE BY THE COMPANY. The
Company agrees not to effect any public sale or distribution of any of its
securities, or any securities convertible into or exchangeable or exercisable
for such securities (except pursuant to registrations on Form S-4 or S-8 or any
successor thereto), during the period beginning on the effective date of any
Registration Statement in which the Designated Holders of Registrable Securities
are participating and ending on the earlier of (i) the date on which all
Registrable Securities registered on such Registration Statement are sold and
(ii) 120 days after the effective date of such Registration Statement (except as
part of such registration).

                  7. REGISTRATION PROCEDURES.

                           (a) OBLIGATIONS OF THE COMPANY. Whenever registration
of Registrable Securities has been requested pursuant to Section 3, Section 4 or
Section 5 of this Agreement, the Company shall use its reasonable best efforts
to effect the registration and sale of such Registrable Securities in accordance
with the intended method of distribution thereof as quickly as practicable, and
in connection with any such request, the Company shall, as expeditiously as
possible:

                                    (i) prepare and file with the Commission a
Registration Statement on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate and which form shall be available
for the sale of such Registrable Securities in accordance with the intended
method of distribution thereof, and cause such Registration Statement to become
effective; PROVIDED, HOWEVER, that (x) before filing a Registration Statement or
prospectus or any amendments or supplements thereto, the Company shall provide
counsel selected by the Designated Holders holding a majority of the Registrable
Securities being registered in such registration ("Holders' Counsel") and any
other Inspector with an adequate and appropriate opportunity to review and
comment on such Registration Statement and each prospectus included therein (and
each amendment or supplement thereto) to be filed with the Commission, subject
to such documents being under the Company's control, and (y) the Company shall
notify the Holders' Counsel and each seller of Registrable Securities of any
stop order issued or threatened by the Commission and take all action required
to prevent the entry of such stop order or to remove it if entered;

                                    (ii) prepare and file with the Commission
such amendments and supplements to such Registration Statement and the
prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective for the lesser of (x) 120 days and (y) such
shorter period which will terminate when all Registrable Securities covered by
such Registration Statement have been sold; PROVIDED, that with respect to a
Shelf Registration, the Company shall keep such Registration Statement effective
until all Registrable Securities covered by such Registration Statement have
been sold; and comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such Registration Statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such Registration Statement;



<PAGE>
                                                                              12


                                    (iii) furnish to each seller of Registrable
Securities, prior to filing a Registration Statement, at least one copy of such
Registration Statement as is proposed to be filed, and thereafter such number of
copies of such Registration Statement, each amendment and supplement thereto (in
each case including all exhibits thereto), and the prospectus included in such
Registration Statement (including each preliminary prospectus) and any
prospectus filed under Rule 424 under the Securities Act as each such seller may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such seller;

                                    (iv) register or qualify such Registrable
Securities under such other securities or "blue sky" laws of such jurisdictions
as any seller of Registrable Securities may request, and to continue such
qualification in effect in such jurisdiction for as long as permissible pursuant
to the laws of such jurisdiction, or for as long as any such seller requests or
until all of such Registrable Securities are sold, whichever is shortest, and do
any and all other acts and things which may be reasonably necessary or advisable
to enable any such seller to consummate the disposition in such jurisdictions of
the Registrable Securities owned by such seller; PROVIDED, HOWEVER, that the
Company shall not be required to (x) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 7(a)(iv), (y) subject itself to taxation in any such jurisdiction or (z)
consent to general service of process in any such jurisdiction;

                                    (v) notify each seller of Registrable
Securities at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, upon discovery that, or upon the happening
of any event as a result of which, the prospectus included in such Registration
Statement contains an untrue statement of a material fact or omits 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 and the Company shall promptly prepare a supplement or amendment to
such prospectus and furnish to each seller of Registrable Securities a
reasonable number of copies of such supplement to or an amendment of such
prospectus as may be necessary so that, after delivery to the purchasers of such
Registrable Securities, such prospectus shall not contain an 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;

                                    (vi) enter into and perform customary
agreements (including an underwriting agreement in customary form with the
Approved Underwriter or Company Underwriter, if any, selected as provided in
Section 3, Section 4 or Section 5, as the case may be) and take such other
actions as are prudent and reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities, including causing its
officers to participate in "road shows" and other information meetings organized
by the Approved Underwriter or Company Underwriter;

                                    (vii) make available at reasonable times for
inspection by any seller of Registrable Securities, any managing underwriter
participating in any disposition of such Registrable Securities pursuant to a
Registration Statement, Holders'




<PAGE>
                                                                              13


Counsel and any attorney, accountant or other agent retained by any such seller
or any managing underwriter (each, an "Inspector" and collectively, the
"Inspectors"), all financial and other records, pertinent corporate documents
and properties of the Company and its subsidiaries (collectively, the "Records")
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's and its subsidiaries' officers,
directors and employees, and the independent public accountants of the Company,
to supply all information reasonably requested by any such Inspector in
connection with such Registration Statement. Records that the Company
determines, in good faith, to be confidential and which it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors (and the
Inspectors shall confirm their agreement in writing in advance to the Company if
the Company shall so request) unless (x) the disclosure of such Records is
necessary, in the Company's judgment, to avoid or correct a misstatement or
omission in the Registration Statement, (y) the release of such Records is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction after exhaustion of all appeals therefrom or (z) the information in
such Records was known to the Inspectors on a non-confidential basis prior to
its disclosure by the Company or has been made generally available to the
public. Each seller of Registrable Securities agrees that it shall, upon
learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company, at the Company's
expense, to undertake appropriate action to prevent disclosure of the Records
deemed confidential;

                                    (viii) if such sale is pursuant to an
underwritten offering, obtain a "cold comfort" letters dated the effective date
of the Registration Statement and the date of the closing under the underwriting
agreement from the Company's independent public accountants in customary form
and covering such matters of the type customarily covered by "cold comfort"
letters as Holders' Counsel or the managing underwriter reasonably requests;

                                    (ix) furnish, at the request of any seller
of Registrable Securities on the date such securities are delivered to the
underwriters for sale pursuant to such registration or, if such securities are
not being sold through underwriters, on the date the Registration Statement with
respect to such securities becomes effective, an opinion, dated such date, of
counsel representing the Company for the purposes of such registration,
addressed to the underwriters, if any, and to the seller making such request,
covering such legal matters with respect to the registration in respect of which
such opinion is being given as the underwriters, if any, and such seller may
reasonably request and are customarily included in such opinions;

                                    (x) comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable but no later than fifteen (15) months after the
effective date of the Registration Statement, an earnings statement covering a
period of twelve (12) months beginning after the effective date of the
Registration Statement, in a manner which satisfies the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;



<PAGE>
                                                                              14


                                    (xi) cause all such Registrable Securities
to be listed on each securities exchange on which similar securities issued by
the Company are then listed, PROVIDED that the applicable listing requirements
are satisfied;

                                    (xii) keep Holders' Counsel advised in
writing as to the initiation and progress of any registration under Section 3,
Section 4 or Section 5 hereunder;

                                    (xiii) cooperate with each seller of
Registrable Securities and each underwriter participating in the disposition of
such Registrable Securities and their respective counsel in connection with any
filings required to be made with the NASD; and

                                    (xiv) take all other steps reasonably
necessary to effect the registration of the Registrable Securities contemplated
hereby.

                           (b) SELLER INFORMATION. The Company may require each
seller of Registrable Securities as to which any registration is being effected
to furnish, and such seller shall furnish, to the Company such information
regarding the distribution of such securities as the Company may from time to
time reasonably request in writing.

                           (c) NOTICE TO DISCONTINUE. Each Designated Holder
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 7(a)(v), such Designated Holder shall
forthwith discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such
Designated Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 7(a)(v) and, if so directed by the Company,
such Designated Holder shall deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such Designated 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 Agreement (including,
without limitation, the period referred to in Section 7(a)(ii)) by the number of
days during the period from and including the date of the giving of such notice
pursuant to Section 7(a)(v) to and including the date when sellers of such
Registrable Securities under such Registration Statement shall have received the
copies of the supplemented or amended prospectus contemplated by and meeting the
requirements of Section 7(a)(v).

                           (d) REGISTRATION EXPENSES. The Company shall pay all
expenses arising from or incident to its performance of, or compliance with,
this Agreement, including, without limitation, (i) Commission, stock exchange
and NASD registration and filing fees, (ii) all fees and expenses incurred in
complying with securities or "blue sky" laws (including reasonable fees, charges
and disbursements of counsel to any underwriter incurred in connection with
"blue sky" qualifications of the Registrable Securities as may be set forth in
any underwriting agreement), (iii) all printing, messenger and delivery
expenses, (iv) the fees, charges and expenses of counsel



<PAGE>
                                                                              15


to the Company and of its independent public accountants and any other
accounting fees, charges and expenses incurred by the Company (including,
without limitation, any expenses arising from any "cold comfort" letters or any
special audits incident to or required by any registration or qualification) and
any reasonable legal fees, charges and expenses incurred by one counsel to the
Designated Holder, and (v) any liability insurance or other premiums for
insurance obtained by the Company in connection with any Demand Registration or
piggy-back registration thereon, Incidental Registration or Shelf Registration
pursuant to the terms of this Agreement, regardless of whether such Registration
Statement is declared effective. All of the expenses described in the preceding
sentence of this Section 7(d) are referred to herein as "Registration Expenses."
The Designated Holders of Registrable Securities sold pursuant to a Registration
Statement shall bear the expense of any broker's commission or underwriter's
discount or commission relating to registration and sale of such Designated
Holders' Registrable Securities and, subject to clause (iv) above, shall bear
the fees and expenses of their own counsel.

                  8. INDEMNIFICATION; CONTRIBUTION.

                           (a) INDEMNIFICATION BY THE COMPANY. The Company
agrees to indemnify and hold harmless each Designated Holder, its partners,
directors, officers, affiliates and each Person who controls (within the meaning
of Section 15 of the Securities Act) such Designated Holder from and against any
and all losses, claims, damages, liabilities and expenses (including reasonable
costs of investigation) (each, a "Liability" and collectively, "Liabilities"),
arising out of or based upon any untrue, or allegedly untrue, statement of a
material fact contained in any Registration Statement, prospectus or preliminary
prospectus or notification or offering circular (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) or
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading under the circumstances such statements were made, except
insofar as such Liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission contained in such
Registration Statement, preliminary prospectus or final prospectus in reliance
and in conformity with information concerning such Designated Holder furnished
in writing to the Company by such Designated Holder expressly for use therein,
including, without limitation, the information furnished to the Company pursuant
to Section 8(b). The Company shall also provide customary indemnities to any
underwriters of the Registrable Securities, their officers, directors and
employees and each Person who controls such underwriters (within the meaning of
Section 15 of the Securities Act) to the same extent as provided above with
respect to the indemnification of the Designated Holders of Registrable
Securities.

                           (b) INDEMNIFICATION BY DESIGNATED HOLDERS. In
connection with any Registration Statement in which a Designated Holder is
participating pursuant to Section 3, Section 4 or Section 5 hereof, each such
Designated Holder shall promptly furnish to the Company in writing such
information with respect to such Designated Holder as the Company may reasonably
request or as may be required by law for use in connection with any such
Registration Statement or prospectus and all information



<PAGE>
                                                                              16


required to be disclosed in order to make the information previously furnished
to the Company by such Designated Holder not materially misleading or necessary
to cause such Registration Statement not to omit a material fact with respect to
such Designated Holder necessary in order to make the statements therein not
misleading. Each Designated Holder agrees to indemnify and hold harmless the
Company, any underwriter retained by the Company and each Person who controls
the Company or such underwriter (within the meaning of Section 15 of the
Securities Act) to the same extent as the foregoing indemnity from the Company
to the Designated Holders, but only if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in conformity with
information with respect to such Designated Holder furnished in writing to the
Company by such Designated Holder expressly for use in such Registration
Statement or prospectus, including, without limitation, the information
furnished to the Company pursuant to this Section 8(b); PROVIDED, HOWEVER, that
the total amount to be indemnified by such Designated Holder pursuant to this
Section 8(b) shall be limited to the net proceeds (after deducting the
underwriters' discounts and commissions) received by such Designated Holder in
the offering to which the Registration Statement or prospectus relates.

                           (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any
Person entitled to indemnification hereunder (the "Indemnified Party") agrees to
give prompt written notice to the indemnifying party (the "Indemnifying Party")
after the receipt by the Indemnified Party of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which the Indemnified Party intends to claim indemnification
or contribution pursuant to this Agreement; PROVIDED, HOWEVER, that the failure
so to notify the Indemnifying Party shall not relieve the Indemnifying Party of
any Liability that it may have to the Indemnified Party hereunder (except to the
extent that the Indemnifying Party is materially prejudiced or otherwise
forfeits substantive rights or defenses by reason of such failure). If notice of
commencement of any such action is given to the Indemnifying Party as above
provided, the Indemnifying Party shall be entitled to participate in and, to the
extent it may wish, jointly with any other Indemnifying Party similarly
notified, to assume the defense of such action at its own expense, with counsel
chosen by it and reasonably satisfactory to such Indemnified Party. The
Indemnified Party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party
agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense
of such action with counsel reasonably satisfactory to the Indemnified Party or
(iii) the named parties to any such action (including any impleaded parties)
include both the Indemnifying Party and the Indemnified Party and such parties
have been advised by such counsel that either (x) representation of such
Indemnified Party and the Indemnifying Party by the same counsel would be
inappropriate under applicable standards of professional conduct or (y) there
may be one or more legal defenses available to the Indemnified Party which are
different from or additional to those available to the Indemnifying Party. In
any of such cases, the Indemnifying Party shall not have the right to assume the
defense of such action on behalf of such Indemnified Party, it being understood,
however, that the Indemnifying Party shall not be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local




<PAGE>
                                                                              17


counsel) for all Indemnified Parties. No Indemnifying Party shall be liable for
any settlement entered into without its written consent, which consent shall not
be unreasonably withheld. No Indemnifying Party shall, without the consent of
such Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which such Indemnified Party is a party and indemnity
has been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability
for claims that are the subject matter of such proceeding.

                           (d) CONTRIBUTION. If the indemnification provided for
in this Section 8 from the Indemnifying Party is unavailable to an Indemnified
Party hereunder in respect of any Liabilities referred to herein, then the
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 Liabilities in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions which resulted in such Liabilities, as well as any other relevant
equitable considerations. The relative faults of such Indemnifying Party and
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 to state a material fact, has
been 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. The amount paid
or payable by a party as a result of the Liabilities referred to above shall be
deemed to include, subject to the limitations set forth in Sections 8(a), 8(b)
and 8(c), any legal or other fees, charges or expenses reasonably incurred by
such party in connection with any investigation or proceeding; PROVIDED that the
total amount to be contributed by such Designated Holder shall be limited to the
net proceeds (after deducting the underwriters' discounts and commissions)
received by such Designated Holder in the offering.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of 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.

                  9. RULE 144. The Company covenants that it shall (a) file any
reports required to be filed by it under the Exchange Act and (b) take such
further action as each Designated Holder may reasonably request (including
providing any information necessary to comply with Rule 144 under the Securities
Act), all to the extent required from time to time to enable such Designated
Holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time, or Regulation S
under the Securities Act or (ii) any similar rules or regulations hereafter
adopted by the Commission. The Company shall, upon the request of any Designated




<PAGE>
                                                                              18


Holder, deliver to such Designated Holder a written statement as to whether it
has complied with such requirements.

                  10. MISCELLANEOUS.

                           (a) RECAPITALIZATIONS, EXCHANGES, ETC. The provisions
of this Agreement shall apply to the full extent set forth herein with respect
to (i) the shares of Common Stock, (ii) any and all shares of voting common
stock of the Company into which the shares of Common Stock are converted,
exchanged or substituted in any recapitalization or other capital reorganization
by the Company and (iii) any and all equity securities of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in conversion of, in
exchange for or in substitution of, the shares of Common Stock and shall be
appropriately adjusted for any stock dividends, splits, reverse splits,
combinations, recapitalizations and the like occurring after the date hereof.
The Company shall cause any successor or assign (whether by merger,
consolidation, sale of assets or otherwise) to enter into a new registration
rights agreement with the Designated Holders on terms substantially the same as
this Agreement as a condition of any such transaction.

                           (b) NO INCONSISTENT AGREEMENTS. Except for the rights
granted pursuant to the agreements set forth on SCHEDULE 1, the Company
represents and warrants that it has not granted to any Person the right to
request or require the Company to register any securities issued by the Company,
other than the rights granted to the Designated Holders herein. The Company
shall not enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Designated Holders in this Agreement
or grant any additional registration rights to any Person or with respect to any
securities which are not Registrable Securities which are prior in right to or
inconsistent with the rights granted in this Agreement, except that the Company
may grant the registration rights held by the General Atlantic Stockholders to
any Subsequent General Atlantic Purchaser.

                           (c) REMEDIES. The Designated Holders, in addition to
being entitled to exercise all rights granted by law, including recovery of
damages, shall be entitled to specific performance of their rights under this
Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this Agreement and hereby agrees to waive in any action for specific
performance the defense that a remedy at law would be adequate.

                           (d) AMENDMENTS AND WAIVERS. Except as otherwise
provided herein, the provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given unless consented to in writing by (i) the Company, and
(ii) the General Atlantic Stockholders holding Registrable Securities
representing (after giving effect to any adjustments) at least a majority of the
aggregate number of Registrable Securities owned by all of the General Atlantic
Stockholders. Any such written consent shall be binding upon the




<PAGE>
                                                                              19


Company and all of the Designated Holders. Notwithstanding the first sentence of
this Section 10(d), the Company, without the consent of any other party, may
amend this Agreement to add any Subsequent General Atlantic Purchaser as a party
to this Agreement as a General Atlantic Stockholder.

                           (e) NOTICES. All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be made by registered or certified first-class mail, return receipt
requested, telecopier, courier service or personal delivery:

                           (i) if to the Company:

                           ProxyMed, Inc.
                           2555 Davie Rd., Suite 110
                           Fort Lauderdale, FL  33317
                           Telecopy: (954) 473-2341
                           Attention: Michael K. Hoover, Chief Executive Officer
                                      Rafael G. Rodriguez, In-House Counsel

                           with a copy to:

                           Holland & Knight LLP
                           701 Brickell Avenue, Suite 3000
                           Miami, FL  33131
                           Telecopy:  (305) 789-7799
                           Attention: Steven Sonberg, Esq.

                           (ii) if to GAP LP, GapStar or GAP Coinvestment:

                           c/o General Atlantic Service Corporation
                           3 Pickwick Plaza
                           Greenwich, CT  06830
                           Telecopy:  (203) 622-8818
                           Attention: Matthew Nimetz

                           with a copy to:

                           Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                           New York, NY 10019-6064
                           Telecopy:  (212) 757-3990
                           Attention:  Douglas A. Cifu, Esq.





<PAGE>
                                                                              20


                           (iii) if to GmbH Coinvestment:

                           c/o General Atlantic Partners GmbH
                           Koenigsalle 88
                           40212 Duesseldorf
                           Germany
                           Telecopy:  011-49-211-602-888-89
                           Attention:

                           with a copy to:

                           General Atlantic Service Corporation
                           3 Pickwick Plaza
                           Greenwich, CT  06830
                           Telecopy:  (203) 622-8818
                           Attention: Matthew Nimetz

                           Thomas J. Murphy

                           and

                           Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                           New York, NY 10019-6064
                           Telecopy:  (212) 757-3990
                           Attention:  Douglas A. Cifu, Esq.

                  All such notices, demands and other communications shall be
deemed to have been duly given when delivered by hand, if personally delivered;
when delivered by courier, if delivered by commercial courier service; five (5)
Business Days after being deposited in the mail, postage prepaid, if mailed; and
when receipt is mechanically acknowledged, if telecopied. Any party may by
notice given in accordance with this Section 10(e) designate another address or
Person for receipt of notices hereunder.

                           (f) SUCCESSORS AND ASSIGNS; THIRD PARTY
BENEFICIARIES. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of the parties hereto as hereinafter
provided. The Demand Registration rights and the Shelf Registration rights and
related rights of the General Atlantic Stockholders contained in Sections 3 and
5 hereof, shall be (i) with respect to any Registrable Security that is
transferred to an Affiliate of a General Atlantic Stockholder, automatically
transferred to such Affiliate and (ii) with respect to any Registrable Security
that is transferred in all cases to a non-Affiliate, transferred only with the
consent of the Company which consent shall not be unreasonably withheld. The
incidental or "piggy-back" registration rights of the Designated Holders
contained in Sections 3(b), 4 and 5 hereof and the other rights of each of the
Designated Holders with respect thereto shall be, with respect to any
Registrable Security, automatically transferred to any Person who is the
transferee of such Registrable Security. All of the obligations of the Company
hereunder shall survive any such transfer. Except as provided in Section 8, no
Person




<PAGE>
                                                                              21


other than the parties hereto and their successors and permitted assigns is
intended to be a beneficiary of this Agreement.

                           (g) COUNTERPARTS. This Agreement may be executed in
any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

                           (h) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                           (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

                           (j) SEVERABILITY. If any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired,
unless the provisions held invalid, illegal or unenforceable shall substantially
impair the benefits of the remaining provisions hereof.

                           (k) RULES OF CONSTRUCTION. Unless the context
otherwise requires, references to sections or subsections refer to sections or
subsections of this Agreement.

                           (l) ENTIRE AGREEMENT. This Agreement is intended by
the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto with respect to the subject matter contained herein. There are no
restrictions, promises, representations, warranties or undertakings with respect
to the subject matter contained herein, other than those set forth or referred
to herein. This Agreement supersedes all prior agreements and understandings
among the parties with respect to such subject matter.

                           (m) FURTHER ASSURANCES. Each of the parties shall
execute such documents and perform such further acts as may be reasonably
required or desirable to carry out or to perform the provisions of this
Agreement.

                           (n) OTHER AGREEMENTS. Nothing contained in this
Agreement shall be deemed to be a waiver of, or release from, any obligations
any party hereto may have under, or any restrictions on the transfer of
Registrable Securities or other securities of the Company imposed by, any other
agreement including, but not limited to, the Stock Purchase Agreement or the
Warrants.

                  [Remainder of page intentionally left blank]



<PAGE>
                                                                              22



                  IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Registration Rights Agreement on the date first
written above.

                                    PROXYMED, INC.


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


                                    GENERAL ATLANTIC PARTNERS 74, L.P.

                                            By: GENERAL ATLANTIC PARTNERS, LLC,
                                                its General Partner

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


                                    GAP COINVESTMENT PARTNERS II, L.P.


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


                                    GAPSTAR, LLC

                                            By: GENERAL ATLANTIC PARTNERS, LLC,
                                                its Managing Member

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


                                    GAPCO GMBH & CO. KG

                                            By:  GAPCO MANAGEMENT GMBH,
                                                 its General Partner

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:  A Managing Director




<PAGE>
                                                                      Schedule 1



Investors who participated in the following transactions were given registration
rights. Although all of the shares that are subject to registration have been
registered under the appropriate SEC filing, in the unlikely event that any
respective Form S-3 or Form S-8 is withdrawn or made ineffective, while such
investors have securities registered thereunder, such investors have the right
to have their affected securities re-registered under the applicable SEC form.

         1.       (Series B) Registration Rights Agreement dated December 23,
                  1999.

         2.       (Series B Warrant Exchange) Registration Rights Agreement
                  dated April 24, 2001.

         3.       (Series C) Subscription Agreement dated June 6, 2000.

         4.       (Series C Warrant) Exchange Agreement dated August 15, 2001.

         5.       (Series C) Conversion Agreement dated December 13, 2001.

         6.       (Private Placement) Subscription Agreement dated December 21,
                  2001.

         7.       Registration Agreement dated December 31, 1998 (in connection
                  with the acquisition of Key Communications Service, Inc.


</TEXT>
</DOCUMENT>
