ENLIGHTEN SOFTWARE SOLUTIONS INC
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>f70497ex10-5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>

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                                  EXHIBIT 10.5


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                          REGISTRATION RIGHTS AGREEMENT

               This REGISTRATION RIGHTS AGREEMENT ("AGREEMENT"), dated as of
March 6, 2001, is entered into between ENLIGHTEN SOFTWARE SOLUTIONS, INC., a
California corporation (the "COMPANY"), and MADEN TECH CONSULTING, INC., a
Delaware corporation (the "INVESTOR").

                                    Recitals:

               In connection with the Initial Advance under the certain Loan
Agreement dated as of February 14, 2001 by and between the Company and the
Investor, on the date hereof the Company and the Investor are entering into a
Warrant Agreement (as hereinafter defined) and the Company is making the Note in
favor of the Investor. The Company and the Investor deem it to be in their
respective best interests to set forth their rights in connection with public
offerings and sales of the Common Stock and are entering into this Agreement as
a condition to and in connection with the Loan Agreement and Warrant Agreement.
A condition precedent to the obligations of the Company and the Investor under
the Loan Agreement and the Warrant Agreement is the execution and delivery by
the parties hereto of this Agreement.

                                   Agreement:

               NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the Company and the Investor
hereby agree as follows:

      SECTION 1.  DEFINITIONS.

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

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

               "COMMISSION" means the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.

               "COMMON STOCK" means the common stock, no par value per share, of
the Company.

               "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any successor Federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect from time
to time.



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               "LOAN AGREEMENT" means the Loan Agreement dated as of February
14, 2001, between the Company and the Investor.

               "NEW SHARES" means at any time the shares of Common Stock
(including instruments convertible or exercisable therefor) issued by the
Company in connection with subsequent financings of the Company.

               "NOTE" means the Convertible Demand Note issued to the Investor
by the Company pursuant to the Loan Agreement.

                "OTHER SHARES" means at any time those shares of Common Stock
which do not constitute New Shares, Primary Shares or Registrable Shares.

               "PRIMARY SHARES" means at any time the authorized but unissued
shares of Common Stock and shares of Common Stock held by the Company in its
treasury.

               "REGISTRABLE SHARES" means at any time, with respect to the
Investor, the shares of Common Stock and other securities of the Company
convertible into or exercisable for Common Stock held by the Investor which
constitute or when converted or exercised will constitute, as the case may be,
Restricted Shares.

               "RESTRICTED SHARES" means shares of Common Stock held by the
Investor issued or issuable upon the conversion of the Note or exercise of the
Warrant and any other securities which by their terms are exercisable or
exchangeable for or convertible into Common Stock or other securities which are
so exercisable or convertible and any securities received in respect thereof,
which are held by the Investor. As to any particular Restricted Shares, once
issued, such Restricted Shares shall cease to be Restricted Shares when (i) they
have been registered under the Securities Act, the registration statement in
connection therewith has been declared effective and they have been disposed of
pursuant to such effective registration statement, (ii) they are eligible to be
sold or distributed pursuant to Rule 144 within any consecutive three month
period (including, without limitation, Rule 144(k)) without volume limitations,
or (iii) they shall have ceased to be outstanding.

               "RULE 144" means Rule 144 promulgated under the Securities Act or
any successor rule thereto or any complementary rule thereto (such as Rule
144A).

               "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any successor Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.

               "WARRANT" means the Warrant issued to the Investor by the Company
pursuant to the Warrant Agreement.



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               "WARRANT AGREEMENT" means the Warrant Agreement dated the date
hereof, between the Company and the Investor.

       SECTION 2.  REQUIRED REGISTRATION.

               (a) If the Investor desires to sell Registrable Shares in the
public securities markets and requests the Company to effect the registration
under the Securities Act of Registrable Shares, the Company shall promptly use
its best efforts to effect the registration under the Securities Act of the
Registrable Shares which the Company has been so requested to register by the
Investor.

               (b) Notwithstanding anything contained in this Section 2 to the
contrary, the Company shall not be obligated to effect any registration under
the Securities Act except in accordance with the following provisions:

                      (i) The Company shall not be obligated to use its best
        efforts to file and cause to become effective any registration statement
        pursuant to this Section 2 (A) during any period in which any other
        registration statement (other than on Form S-4 or Form S-8 promulgated
        under the Securities Act or any successor forms thereto) pursuant to
        which Primary Shares are to be or were sold has been filed and not
        withdrawn or has been declared effective within the prior 180 days; (B)
        at any time after the date ten years following the date hereof; or (C)
        after the Company has effected five such registrations pursuant to this
        Section 2 and each such registration has been declared or ordered
        effective for the period set forth in Section 5(a) below.

                      (ii) The Company may delay the filing or effectiveness of
        any registration statement for a period of up to 90 days after the date
        of a request for registration pursuant to this Section 2 if at the time
        of such request (A) the Company is engaged, or has fixed plans to engage
        within 90 days of the time of such request, in a firm commitment
        underwritten public offering of Primary Shares in which the Investor may
        include Registrable Shares pursuant to Section 3; provided, however,
        that Company must provide the Investor with notice of such action not
        later than 30 days after such request has been made, or (B) the Board
        reasonably determines that such registration and offering would
        interfere with any material transaction involving the Company, as
        approved by the Board of Directors, provided, however, that the Company
        may only delay the filing or effectiveness of a registration statement
        pursuant to this Section 2(b) for one period not to exceed 90 days in
        any twelve-month period after the date of a request for registration
        pursuant to this Section 2.

                      (iii) If the Investor has requested registration pursuant
        to Section 2(a) and so elects, the offering of such Registrable Shares
        pursuant to such registration shall be in the form of an underwritten
        offering. The Investor

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        shall select one or more nationally prominent firms of investment
        bankers reasonably acceptable to the Company to act as the lead managing
        underwriter or underwriters in connection with such offering.

                      (iv) Notwithstanding any other provision of this Section
        2, if the underwriter advises the Investor in writing that marketing
        factors require a limitation of the number of shares to be underwritten,
        the number of shares of Registrable Shares that may be included in the
        registration and underwriting shall be allocated among all holders of
        Registrable Shares participating in such registration and underwriting
        in proportion, as nearly as practicable, to the respective amounts of
        Registrable Shares held by such holders. Any Registrable Shares which
        are excluded from the underwriting by reason of the underwriter's
        marketing limitation or withdrawn from such underwriting shall be
        withdrawn from such registration. If the underwriter has not limited the
        number of Registrable Shares to be underwritten, the Company may include
        securities for its own account (or for the account of employees and
        other holders, at the Company's sole discretion) in such registration if
        the underwriter so agrees and if the number of Registrable Shares which
        would otherwise have been included in such registration and underwriting
        will not thereby be limited by the underwriter.

        SECTION 3.  PIGGYBACK REGISTRATION.

               If the Company at any time proposes for any reason to register
Primary Shares or Other Shares under the Securities Act (other than on Form S-4
or Form S-8 promulgated under the Securities Act or any successor forms
thereto), it shall give written notice to the Investor of its intention to so
register such Primary Shares or Other Shares at least 30 days before the initial
filing of such registration statement and, upon the written request, delivered
to the Company within 20 days after delivery of any such notice by the Company,
of the Investor to include in such registration Registrable Shares (which
request shall specify the number of Registrable Shares proposed to be included
in such registration and shall state that the Investor desires to sell such
Registrable Shares in the public securities markets), the Company shall use its
best efforts to cause all such Registrable Shares to be included in such
registration on the same terms and conditions as the securities otherwise being
sold in such registration; provided, however, that if the managing underwriter
advises the Company that the inclusion of all Registrable Shares requested to be
included in such registration would interfere with the successful marketing
(including pricing) of the Primary Shares or Other Shares proposed to be
registered by the Company, then the number of Primary Shares, Registrable Shares
and Other Shares proposed to be included in such registration shall be included
in the following order:

                      (i) first, the Primary Shares;



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                      (ii) second, the Registrable Shares and New Shares; and

                      (iii) third, the Other Shares requested to be included in
        such registration.

        SECTION 4.  REGISTRATIONS ON FORM S-3.

               (a) Anything contained in Section 2 to the contrary
notwithstanding, at such time as the Company shall have qualified for the use of
Form S-3 promulgated under the Securities Act or any successor form thereto, the
Investor shall have the right to request in writing an unlimited number of
registrations of Registrable Shares on Form S-3 or such successor form, which
request or requests shall (i) specify the number of Registrable Shares intended
to be sold or disposed of and (ii) state the intended method of disposition of
such Registrable Shares.

               (b) Notwithstanding anything contained in this Section 4 to the
contrary, the Company shall not be obligated to effect any registration pursuant
to this section during any period in which any other registration statement
(other than on Form S-4 or Form S-8 promulgated under the Securities Act or any
successor forms thereto) pursuant to which Primary Shares are to be or were sold
has been filed and not withdrawn or has been declared effective within the prior
180 days.

               (c) The Company may delay the filing or effectiveness of any
registration statement for a period of up to 90 days after the date of a request
for registration pursuant to this Section 4 if at the time of such request
either (A) the Company is engaged, or has fixed plans to engage within 90 days
of the time of such request, in a firm commitment underwritten public offering
of Primary Shares in which the Investor may include Registrable Shares pursuant
to Section 3; provided, however, that the Company must provide the Investor with
notice of such action not later than 30 days after such request has been made,
or (B) the Board reasonably determines that such registration and offering would
interfere with any material transaction involving the Company, as approved by
the Board of Directors, provided, however, that the Company may only delay the
filing or effectiveness of a registration statement pursuant to this Section
4(c) for one period not to exceed 90 days in any twelve-month period after the
date of a request for registration pursuant to this Section 4.

        SECTION 5.  PREPARATION AND FILING.

               If and whenever the Company is under an obligation pursuant to
the provisions of this Agreement to use its best efforts to effect the
registration of any Registrable Shares, the Company shall, as expeditiously as
practicable:

               (a) use its best efforts to cause a registration statement that
registers such Registrable Shares to become and remain effective for a period of
90 days or until all of such Registrable Shares have been disposed of (if
earlier);



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               (b) furnish, at least five business days before filing a
registration statement that registers such Registrable Shares, a prospectus
relating thereto or any amendments or supplements relating to such a
registration statement or prospectus, to counsel selected by the Investor (the
"INVESTOR'S COUNSEL"), copies of all such documents proposed to be filed (it
being understood that such five-business-day period need not apply to successive
drafts of the same document proposed to be filed so long as such successive
drafts are supplied to the Investor's Counsel in advance of the proposed filing
by a period of time that is customary and reasonable under the circumstances);

               (c) 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
at least a period of 90 days or until all of such Registrable Shares have been
disposed of (if earlier) and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of such Registrable Shares;

               (d) notify in writing the Investor's Counsel (i) of the receipt
by the Company of any notification with respect to any comments by the
Commission with respect to such registration statement or prospectus or any
amendment or supplement thereto or any request by the Commission for the
amending or supplementing thereof or for additional information with respect
thereto, (ii) of the receipt by the Company of any notification with respect to
the issuance by the Commission of any stop order suspending the effectiveness of
such registration statement or prospectus or any amendment or supplement thereto
or the initiation or threatening of any proceeding for that purpose and (iii) of
the receipt by the Company of any notification with respect to the suspension of
the qualification of such Registrable Shares for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purposes;

               (e) use its best efforts to register or qualify such Registrable
Shares under such other securities or blue sky laws of such jurisdictions as the
Investor reasonably requests and do any and all other acts and things which may
be reasonably necessary or advisable to enable the Investor to consummate the
disposition in such jurisdictions of the Registrable Shares owned by the
Investor; provided, however, that the Company will not be required to qualify
generally to do business, subject itself to general taxation or consent to
general service of process in any jurisdiction where it would not otherwise be
required to do so but for this paragraph (e) or to provide any material
undertaking or make any changes in its Bylaws or Certificate of Incorporation
which the Board determines to be contrary to the best interests of the Company
or to modify any of its contractual relationships then existing;

               (f) furnish to the Investor holding such Registrable Shares such
number of copies of a summary prospectus, if any, or other prospectus, including
a

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preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as the Investor may reasonably request in order to
facilitate the public sale or other disposition of such Registrable Shares;

               (g) without limiting subsection (e) above, use its best efforts
to cause such Registrable Shares to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the Investor holding such
Registrable Shares to consummate the disposition of such Registrable Shares;

               (h) notify the Investor holding such Registrable Shares on a
timely basis at any time when a prospectus relating to such Registrable Shares
is required to be delivered under the Securities Act within the appropriate
period mentioned in subparagraph (a) of this Section 5, of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing and, at the request of the Investor prepare and furnish to the Investor
a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the offerees
of such shares, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing;

               (i) subject to the execution of confidentiality agreements in
form and substance satisfactory to the Company, make available upon reasonable
notice and during normal business hours, for inspection by the Investor holding
such Registrable Shares, any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by the Investor or underwriter (collectively, the "INSPECTORS"),
all pertinent financial and other records, pertinent corporate documents and
properties of the Company (collectively, the "RECORDS"), as shall be reasonably
necessary to enable them to exercise their due diligence responsibility, and
cause the Company's officers, directors and employees to supply all information
(together with the Records, the "INFORMATION") reasonably requested by any such
Inspector in connection with such registration statement. Any of the Information
which the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, shall not be disclosed by the
Inspectors unless (i) the disclosure of such Information is necessary to avoid
or correct a misstatement or omission in the registration statement, (ii) the
release of such Information is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction or (iii) such Information has been made
generally available to the public; the Investor agrees that it will, upon
learning that disclosure of such Information is sought in a court of competent
jurisdiction, give notice to the

<PAGE>   9


Company and allow the Company, at the Company's expense, to undertake
appropriate action to prevent disclosure of the Information deemed confidential;

               (j) use its best efforts to obtain from its independent certified
public accountants "cold comfort" letters in customary form and at customary
times and covering matters of the type customarily covered by cold comfort
letters;

               (k) use its best efforts to obtain from its counsel an opinion or
opinions in customary form;

               (l) provide a transfer agent and registrar (which may be the same
entity and which may be the Company) for such Registrable Shares;

               (m) issue to any underwriter to which the Investor holding such
Registrable Shares may sell shares in such offering certificates evidencing such
Registrable Shares;

               (n) list such Registrable Shares on any national securities
exchange on which any shares of the Common Stock are listed or, if the Common
Stock is not listed on a national securities exchange, use its best efforts to
qualify such Registrable Shares for inclusion on the automated quotation system
of the National Association of Securities Dealers, Inc. (the "NASD"), or such
other national securities exchange as the Investor shall reasonably request;

               (o) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission and make available to its
securityholders, as soon as reasonably practicable, earnings statements (which
need not be audited) covering a period of 12 months beginning within three
months after the effective date of the registration statement, which earnings
statements shall satisfy the provisions of Section 11(a) of the Securities Act;
and

               (p) subject to all the other provisions of this Agreement, use
its best efforts to take all other steps necessary to effect the registration of
such Registrable Shares contemplated hereby.

               The Investor, upon receipt of any notice from the Company of any
event of the kind described in Section 5(h) hereof, shall forthwith discontinue
disposition of the Registrable Shares pursuant to the registration statement
covering such Registrable Shares until the Investor's receipt of the copies of
the supplemented or amended prospectus contemplated by Section 5(h) hereof, and,
if so directed by the Company, the Investor shall deliver to the Company all
copies, other than permanent file copies then in the Investor's possession, of
the prospectus covering such Registrable Shares at the time of receipt of such
notice.



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        SECTION 6.  EXPENSES.

               All expenses (other than underwriting discounts and commissions
relating to the Registrable Shares, as provided below) incurred by the Company
in complying with Section 5, including, without limitation, all registration and
filing fees (including all expenses incident to filing with the NASD), fees and
expenses of complying with securities and blue sky laws, printing expenses, fees
and expenses of the Company's counsel and accountants and reasonable fees and
expenses of a single counsel acting on behalf of all selling holders of
Registrable Shares (which counsel may also, at the holders' request, be counsel
to the Company, unless counsel to the Company has a conflict of interest with
respect to the representation of any selling holder or the underwriters object
to the selling holders' representation by Company counsel) shall be paid by the
Company; provided, however, that all underwriting discounts and selling
commissions applicable to the Registrable Shares and Other Shares shall be borne
by the Investor.

        SECTION 7.  INDEMNIFICATION.

               (a) In connection with any registration of any Registrable Shares
under the Securities Act pursuant to this Agreement, the Company shall indemnify
and hold harmless the Investor, each underwriter, broker or any other person
acting on behalf of the Investor and each other person, if any, who controls any
of the foregoing persons within the meaning of the Securities Act against any
losses, claims, damages or liabilities, joint or several (or actions in respect
thereof), to which any of the foregoing persons may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or allegedly untrue statement of a material fact contained in
the registration statement under which such Registrable Shares were registered
under the Securities Act, any preliminary prospectus or final prospectus
contained therein or otherwise filed with the Commission, any amendment or
supplement thereto or any document incident to registration or qualification of
any Registrable Shares, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading or, with respect to
any prospectus, necessary to make the statements therein in light of the
circumstances under which they were made not misleading, or arise out of or are
based on any violation by the Company of the Securities Act or state securities
or blue sky laws applicable to the Company and relating to action or inaction
required of the Company in connection with such registration or qualification
under such state securities or blue sky laws; and shall reimburse the Investor,
such underwriter, such broker or such other person acting on behalf of the
Investor and each such controlling person on an as-incurred basis for any legal
or other expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this subsection
7(a) shall not apply to amounts

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paid in settlement of any such claim, loss, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld); and provided, however, that the Company shall not
be liable in any such case to the extent that any such loss, claim, damage,
liability or action (including any legal or other expenses incurred) arises out
of or is based upon an untrue statement or allegedly untrue statement or
omission or alleged omission made in said registration statement, preliminary
prospectus, final prospectus, amendment, supplement or document incident to
registration or qualification of any Registrable Shares in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by the Investor or its counsel or underwriter
specifically for use in the preparation thereof.

               (b) In connection with any registration of Registrable Shares
under the Securities Act pursuant to this Agreement, the Investor shall hold
harmless (in the same manner and to the same extent as set forth in the
preceding paragraph of this Section 7) the Company, each director of the
Company, each officer of the Company who shall sign such registration statement,
each underwriter, broker or other person acting on behalf of the Investor and
each person who controls any of the foregoing persons within the meaning of the
Securities Act with respect to any statement or omission from such registration
statement, any preliminary prospectus or final prospectus contained therein or
otherwise filed with the Commission, any amendment or supplement thereto or any
document incident to registration or qualification of any Registrable Shares, if
such statement or omission was made solely in reliance upon and in conformity
with written information furnished to the Company or such underwriter
specifically for use in connection with the preparation of such registration
statement, preliminary prospectus, final prospectus, amendment, supplement or
document; provided, however, that the maximum amount of liability in respect of
such indemnification shall be limited, in the case of each seller of Registrable
Shares, to an amount equal to the net proceeds actually received by such seller
from the sale of Registrable Shares effected pursuant to such registration.

               (c) Promptly after receipt by an indemnified party of notice of
the commencement of any action involving a claim referred to in the preceding
paragraphs of this Section 7, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the commencement of such action. The failure of any indemnified party to
notify an indemnifying party of any such action shall not (unless such failure
shall have a material adverse effect on the indemnifying party) relieve the
indemnifying party from any liability in respect of such action that it may have
to such indemnified party on account of this Section 7. In case any such action
is brought against an indemnified party, the indemnifying party will be entitled
to participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified

<PAGE>   12


party of its election so to assume the defense thereof, the indemnifying party
shall not be responsible for any legal or other expenses subsequently incurred
by the indemnified party in connection with the defense thereof; provided,
however, that if any indemnified party shall have reasonably concluded that
there may be one or more legal or equitable defenses available to such
indemnified party which are additional to or conflict with those available to
the indemnifying party, or that such claim or litigation involves or could have
an effect upon matters beyond the scope of the indemnity agreement provided in
this Section 7, the indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party (but shall have the
right to participate therein with counsel of its choice) and such indemnifying
party shall reimburse such indemnified party and any person controlling such
indemnified party for that portion of the fees and expenses of any counsel
retained by the indemnified party which is reasonably related to the matters
covered by the indemnity agreement provided in this Section 7. If the
indemnifying party is not entitled to, or elects not to, assume the defense of a
claim, it will not be obligated to pay the fees and expenses of more than one
counsel with respect to such claim.

               (d) If the indemnification provided for in this Section 7 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, claim, damage, liability or action referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
party as a result of such loss, claim, damage, liability or action in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions which resulted in such loss, claim, damage,
liability or action as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties agree that it would not be just and equitable if contribution
pursuant hereto were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to herein. No person guilty of fraudulent misrepresentation shall be entitled to
contribution from any person.

               (e) The obligations of the Company and Investor under this
Section 7 shall survive completion of any offering of Registrable Shares and the
termination of this Agreement. No indemnifying party, in the defense of any such
claim or litigation, shall, except with the consent of each indemnified party,
consent to entry of any judgment or enter into any settlement which does not
include as a term thereof the giving by the claimant or plaintiff to such
indemnified party of an

<PAGE>   13


unconditional release from all liability in respect to such claim or litigation.
Each indemnified party shall reasonably cooperate with the indemnifying party in
the defense of any claim or litigation brought against such indemnified party.

        SECTION 8.  UNDERWRITING AGREEMENT.

               Notwithstanding the provisions of Sections 5, 6 and 7, to the
extent that the Investor shall enter into an underwriting or similar agreement,
which agreement contains provisions covering one or more issues addressed in
such Sections, the provisions contained in such agreement addressing such issue
or issues shall control.

        SECTION 9.  INFORMATION BY INVESTOR.

               The Investor shall furnish to the Company such written
information regarding the Investor and the distribution proposed by the Investor
as the Company may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Agreement.

        SECTION 10. EXCHANGE ACT COMPLIANCE.

               At all times the Company shall comply with all of the reporting
requirements of the Exchange Act applicable to it (whether or not it shall be
required to do so, but specifically excluding Section 14 of the Exchange Act if
not then applicable to the Company) and shall comply with all other public
information reporting requirements of the Commission which are conditions to the
availability of Rule 144 for the sale of the Common Stock. The Company shall
cooperate with the Investor in supplying such information as may be necessary
for the Investor to complete and file any information reporting forms presently
or hereafter required by the Commission as a condition to the availability of
Rule 144.

        SECTION 11. NO CONFLICT OF RIGHTS.

               The Company shall not, after the date hereof, grant any
registration rights which conflict with or impair the registration rights
granted hereby.

        SECTION 12. TERMINATION.

               This Agreement shall terminate and be of no further force or
effect on the date ten years from the date hereof.



<PAGE>   14

        SECTION 13. SUCCESSORS AND ASSIGNS.

               This Agreement shall bind and inure to the benefit of the
Company, the Investor and, subject to Section 14, the respective successors and
assigns of the Company and the Investor.

        SECTION 14. ASSIGNMENT.

               The Investor may, at any time, with written notice to the
Company, assign its rights hereunder with respect to all or a portion of the
Registrable Shares; provided, however, that such purchaser or transferee shall,
as a condition to the effectiveness of such assignment, be required to execute a
counterpart to this Agreement agreeing to be treated as the Investor whereupon
such purchaser or transferee shall have the benefits of, and shall be subject to
the restrictions contained in, this Agreement as if such purchaser or transferee
was originally included in the definition of the Investor herein and had
originally been a party hereto; and provided, further, that no transfer or
assignment may be made by the Investor unless (i) the transferee or assignee
either (x) acquires more than 100,000 of the Registrable Shares or (y) is an
affiliate (as such term is defined in Rule 405 promulgated under the Securities
Act) of such Investor; and (ii) such transfer or assignment is effected in
accordance with applicable securities laws (as presently constituted or as may
be amended from time to time).

        SECTION 15. ENTIRE AGREEMENT.

               This Agreement, the Loan Agreement and the Warrant Agreement,
each dated as of the date hereof, and the other writings referred to herein or
therein or delivered pursuant hereto or thereto (including without limitation
the Note and the Warrant), contain the entire agreement between the Investor and
the Company with respect to the subject matter hereof and supersede all prior
and contemporaneous arrangements or understandings with respect thereto.

        SECTION 16. NOTICES.

               All notices, requests, consents and other communications
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or sent by telecopy, nationally
recognized overnight courier or first class registered or certified mail, return
receipt requested, postage prepaid, addressed to such party at the address set
forth below or such other address as may hereafter be designated in writing by
such party to the other parties:

        if to the Company, to:

               Enlighten Software Solutions, Inc.
               999 Baker Way, Fifth Floor
               San Mateo, CA  94404


<PAGE>   15

               Fax:          (650) 578-0700
               Attention:    Chief Financial Officer

        if to the Investor, to:

               Maden Tech Consulting, Inc.
               2110 Washington Boulevard
               Suite 200
               Arlington, VA  22204
               Fax:        (703) 769-4423
               Attention:  David R. Ford, Esq.

               with a copy to:

               Hogan & Hartson L.L.P.
               Columbia Square
               555 Thirteenth Street, N.W.
               Washington, D.C.  20004
               Telephone:  (202) 637-5600
               Fax:         (202) 637-5910
               Attention: James E. Showen, Esq.


               All such notices, requests, consents and other communications
shall be deemed to have been delivered (a) in the case of personal delivery or
delivery by telecopy, on the date of such delivery, (b) in the case of dispatch
by nationally-recognized overnight courier, on the next business day following
such dispatch and (c) in the case of mailing, on the third business day after
the posting thereof.

        SECTION 17. MODIFICATIONS; AMENDMENTS; WAIVERS.

               The terms and provisions of this Agreement may not be modified or
amended, nor may any provision be waived, except pursuant to a writing signed by
the Company and the Investor.

        SECTION 18. COUNTERPARTS; FACSIMILE SIGNATURES.

               This Agreement may be executed in any number of counterparts, and
each such counterpart hereof shall be deemed to be an original instrument, but
all such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable at the Closing (as
defined in the Loan Agreement) if the originally executed counterpart is
delivered within a reasonable period thereafter.



<PAGE>   16


        SECTION 19. HEADINGS.

               The headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.

        SECTION 20. GOVERNING LAW.

               This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia without regard to the conflict of
law provisions thereof.



<PAGE>   17


               IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement on the date first written above.

                                            ENLIGHTEN SOFTWARE SOLUTIONS, INC.



                                            By:  /s/ Bill Bradley
                                               ---------------------------------
                                                 Name:   Bill Bradley
                                                 Title:     President and CEO

                                            MADEN TECH CONSULTING, INC.



                                            By:          /s/ Omar Maden
                                               ---------------------------------
                                                 Name: Omar Maden
                                                 Title:  Chief Executive Officer


</TEXT>
</DOCUMENT>
