REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS AGREEMENT dated as of July 26, 2000, is made and
entered into by and between THE CATAPULT GROUP, INC, a Delaware corporation (the
"Company"),  and Jake  Cantrell,  Ronald  Potts,  Shiela A.  Tallent,  and Nancy
Edwards (the "Purchasers").

     WHEREAS,  Purchasers  have purchased as of July 26, 2000 a total of 900,000
shares of Common Stock of the Company,  pursuant to the Subscription  Agreements
dated as of July 26,  2000 (the  "Subscription  Agreements")  by and between the
Company and the Purchasers;

     WHEREAS, as a condition to the purchase of the Common Stock pursuant to the
Subscription Agreements, the Company is entering into this Agreement;

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

     Section  1.  Definitions.  The  following  terms  will  have the  following
meanings for all purposes of this Agreement:

     "Agreement" means this Registration Rights Agreement,  as the same shall be
amended from time to time.

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

     "Business  Day"  means any day other  than a  Saturday,  Sunday or a day on
which bank institutions in the State of Georgia are closed.

     "Commission" means the United States Securities and Exchange Commission, or
any successor governmental agency or authority.

     "Common  Stock" means the Common Stock,  par value $____ per share,  of the
Company, as constituted on the date hereof, and any stock into which such Common
Stock shall have been changed or any stock  resulting from any  reclassification
of such Common Stock.

     "Company" means The Catapult Group, Inc.

     "Cutback   Registration"   means  any  Demand   Registration  or  Piggyback
Registration  to be effected  as an  underwritten  Public  Offering in which the
Managing Underwriter with respect thereto advises the Company and the Requesting
Holders in writing that, in its opinion,  the number of securities  requested to
be included in such registration  (including securities of the Company which are
not  Registrable  Securities)  exceeds  the  number  which  can be  sold in such
offering without a reduction in the selling price anticipated to be received for
the securities to be sold in such Public Offering.

     "Demand for Registration" has the meaning ascribed to it in Section 2(a).

     "Demand  Registration"  means any  registration  of Registrable  Securities
under the  Securities  Act  effected  pursuant to a Demand for  Registration  in
accordance with Section 2.

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

     "Holder"   means  the  Purchaser  and  any  other  holder  of   Registrable
Securities.

     "Indemnified  Party" means a party entitled to indemnity in accordance with
Section 6.

     "Indemnifying Party" means a party obligated to provide  indemnification in
accordance with Section 7.

     "Inspectors" has the meaning ascribed to it in Section 4(j).

     "Losses" has the meaning ascribed to it in Section 6(a).

     "Managing Underwriter" means, with respect to any Public Offering, the lead
managing  underwriter  for such Public  Offering,  selected in  accordance  with
Section 9.

     "NASD" means the National Association of Securities Dealers.

     "Notice of Demand  for  Registration"  has the  meaning  ascribed  to it in
Section 2(a).

     "Notice  of  Piggyback  Registration"  has the  meaning  ascribed  to it in
Section 3(a).

    "Person"  means  any  natural  person,  corporation,  general  partnership,
limited liability company, limited partnership,  proprietorship,  other business
organization, trust, union or association.

     "Piggyback Registration" means any registration of equity securities of the
Company  under the  Securities  Act (other than a  registration  in respect of a
dividend reinvestment or similar plan for stockholders of the Company or on Form
S-4 or Form S-8 promulgated by the Commission, or any successor or similar forms
thereto),  whether for sale for the account of the Company or for the account of
any holder of securities of the Company (other than the Purchaser),  including a
registration by the Company under the circumstances described in Section 2(f).

     "Public  Offering"  means any  offering of Shares to the public,  either on
behalf of the Company or any of its security-holders, pursuant to a registration
statement filed and made effective pursuant to the Securities Act of 1933 (other
than a registration  statement on Form S-4 or S-8 or filed in connection with an
exchange  offer or  offering  of  securities  solely to the  Company's  existing
shareholders).

     "Purchasers" means Jake Cantrell, Ronald Potts, and Shiela A. Tallent.

     "Qualified  Independent  Underwriter"  means  an  underwriter  meeting  the
requirements  of Rule  2720(b)(15)  of the NASD Conduct Rules as the same may be
amended from time to time.

     "Records" has the meaning ascribed to it in Section 4(j).

     "Registrable  Securities"  means (i) any and all shares of Common  Stock of
the Company  acquired by Purchasers  through the Subscription  Agreements;  (ii)
shares of stock issued with respect to or in exchange for or in  replacement  of
stock  included in clauses  (i); or (iii)  shares of stock  issued in respect of
stock referred to in clause (i) and/or (iii) as a result of a stock split, stock
dividend or the like.

     "Registration  Expenses"  means  all  expenses  incident  to the  Company's
performance of or compliance with its obligations under this Agreement to effect
the  registration  of  Registrable  Securities  in a  Demand  Registration  or a
Piggyback Registration, including, without limitation, all registration, filing,
securities   exchange   listing  and  NASD  fees,  all   registration,   filing,
qualification  and other fees and expenses of complying with  securities or blue
sky laws, all word processing,  duplicating and printing expenses, messenger and
delivery expenses,  the fees and disbursements of counsel for the Company and of
its independent public accountants, including the expenses of any special audits
or "cold  comfort"  letters  required  by or incident  to such  performance  and
compliance,  any fees and  disbursements  of  underwriters  customarily  paid by
issuers  of  securities,   but  excluding  fees  and  expenses  of  counsel  and
accountants  retained by the Holders and underwriting  discounts and commissions
and transfer taxes, if any, in respect of Registrable Securities, which shall be
payable by the Holders thereof  pro-rata among such Holders in proportion to the
number of Registrable Securities being sold.

     "Request  for  Registration"  means a  written  request  by a Holder to the
Company for  registration  of Registrable  Securities in response to a Notice of
Demand for  Registration  or a Notice of Piggyback  Registration,  which request
shall  specify  the  Registrable  Securities  intended to be disposed of and the
intended method of disposition thereof.

     "Requesting Holders" means, with respect to any registration, the Purchaser
demanding  or  requesting  to  have   Registrable   Securities   included  in  a
registration  in accordance  with  Section 2 or 3 and any other Holder which has
requested that the Company include its Shares in such registration.

     "Rule  144"  means  Rule 144   promulgated  by  the  Commission  under  the
Securities Act, and any successor provision thereto.

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

     "Shares" means the shares of Common Stock.

     "Share  Exchange"  means the Plan and  Agreement  to Exchange  Stock by and
among The Catapult Group,  Inc., the Catapult  Shareholders,  and Envirometrics,
Inc., dated February 16, 2000.

     Section 2. Demand Registration Rights.

     (a) Demand Registration. At any time after September 1, 2000, the Purchaser
may demand that that Company  register Common Stock  constituting all or part of
its   Registrable   Securities   under  the   Securities   Act  (a  "Demand  for
Registration")  on Forms S-1,  S-2 or S-3 (or  similar  forms then in effect for
small business entities) promulgated by the Commission under the Securities Act.
Such demand for registration  ("Demand for  Registration")  shall be in writing,
delivered to the Company in  accordance  with Section __ of this  Agreement  and
shall specify the number of  Registrable  Securities  to be  registered  and the
intended  method of the disposition of such  securities.  No later than ten (10)
Business  Days after receipt of such Demand for  Registration  the Company shall
give written notice (a "Notice of Demand for  Registration")  of such Demand for
Registration to all other Holders,  and shall use its best efforts to effect the
registration under the Securities Act of:

     (i) the Registrable Securities included in the Demand for Registration, and

     (ii) all other Registrable  Securities as to which any Holder has delivered
to the Company a Request for  Registration  within  fifteen  (15) days after the
giving of the Notice of Demand for  Registration, all to the extent required to
permit the  disposition  of the  Registrable  Securities  so to be registered in
accordance  with the  methods of  disposition  specified.  At the request of the
Holders of a majority of the Registrable Securities to be registered, the method
of disposition of all Registrable Securities included in such registration shall
be  an  underwritten   offering   effected  in  accordance  with   Section 5(a).
Notwithstanding  the  foregoing,  the Company may  postpone  taking  action with
respect to a Demand  Registration for a reasonable  period of time after receipt
of the original Demand for Registration  (not exceeding ninety (90) days) if, in
the good faith opinion of the Board,  effecting the registration would adversely
affect a material financing, acquisition, disposition of assets or stock, merger
or other  comparable  transaction  or would  require  the Company to make public
disclosure of information  the public  disclosure of which would have a material
adverse effect upon the Company,  provided that the Company shall not delay such
action pursuant to this sentence more than once in any twelve (12) month period.
No Holder  shall  have the right to include  any  securities  in a  registration
statement  to  be  filed  as  part  of a  Demand  Registration  unless  (i) such
securities are of the same class as the Registrable  Securities  included in the
Demand for Registration  (or the demanding  Holders consent to such inclusion in
writing), and (ii) if such Demand Registration is an underwritten offering, such
other  Holders  agree in writing to sell their  securities on the same terms and
conditions  as apply to the  Registrable  Securities  being sold pursuant to the
Demand for Registration.

     Except as provided  under this  Section 2, the Company will include in each
Demand  for  Registration  all  Registrable  Securities  for which  the  Company
receives  timely written  requests for  inclusion.  All demands made pursuant to
this  Section  2  must  specify  the  number  of  Registrable  Securities  to be
registered and the intended method of disposing of the Registrable Securities.

     (b) Limitations on Demand Registrations. Notwithstanding anything herein to
the  contrary,  the  Company  shall  not be  required  to  honor  a  Demand  for
Registration if:

     (i) such Demand for  Registration  is received by the Company less than one
hundred  eighty  (180)  days  following  the  effective  date  of  any  previous
registration  of  Registrable  Securities  other  than  on  Form S-4  or S-8 (or
successor forms thereto),  regardless of whether any Holder exercised its rights
under this Agreement with respect to such registration;

     (ii) the Purchaser has previously made a Demand for  Registration  pursuant
to this Agreement; or

     (iii) the Company is unable to  financially  bear the cost of the filing of
the registration statement because it would render the Company insolvent.

     However,  if the Company is not required to honor a Demand for Registration
under  subsection  2(b)(iv),  the Company shall honor such Demand if the Holders
elect to pay the Registration Expenses.

     (c)  Registration  Statement  Form.  Demand  Registrations  shall  be on an
appropriate  registration  form  selected by the  Company  and shall  permit the
disposition  of such  Registrable  Securities  in  accordance  with the intended
method or methods specified by the Holders participating therein.

     (d) Registration  Expenses.  The Company will pay all Registration Expenses
incurred in connection with any Demand  Registration  requested by the Purchaser
pursuant to this Agreement.

     (e)  Preemption  of Demand  Registration.  Notwithstanding  anything to the
contrary  contained herein, at any time within fifteen (15) days after receiving
a Demand  for  Registration,  the  Company  may elect to effect an  underwritten
primary  registration  in lieu of the  Demand  Registration.  If the  Company so
elects,  the Company  shall give prompt  written  notice to the Purchaser of its
intention  to effect such a  registration  and shall  afford the  Purchaser  the
rights  contained in Section 3  with  respect to  Piggyback  Registrations;  the
Demand for Registration shall be deemed to have been withdrawn; and such primary
registration  shall not be deemed to be a Demand  Registration  for  purposes of
Section 2(d).

     Section 3. Piggyback Registrations.

     (a) Right to Include Registrable Securities. Notwithstanding any limitation
contained  in  Section 2,  if the  Company at any time  proposes  after the date
hereof to effect a Piggyback Registration, including a registration in lieu of a
Demand Registration pursuant to Section 2(e), it will each such time give prompt
written  notice (a "Notice of Piggyback  Registration")  to the Purchaser of its
intention  to do so and of such  Holders'  rights  under this  Section 3,  which
Notice of Piggyback  Registration  shall include a  description  of the intended
method of disposition of such  securities.  If the Purchaser  delivers a Request
for  Registration  to the Company  within  fifteen (15) days after the Purchaser
receives  a Notice of  Piggyback  Registration,  the  Company  will use its best
efforts to include in the  registration  statement  relating  to such  Piggyback
Registration all Registrable  Securities which the Company has been so requested
to  register.  Notwithstanding  the  foregoing,  if, at any time after  giving a
Notice  of  Piggyback  Registration  and  prior  to the  effective  date  of the
registration  statement filed in connection with such registration,  the Company
shall determine for any reason not to register or to delay  registration of such
securities,  the  Company  may, at its  election,  give  written  notice of such
determination   to  the  Purchaser  and,   thereupon,   (i) in  the  case  of  a
determination  not to register,  shall be relieved of its obligation to register
any Registrable  Securities in connection with such  registration  (but not from
its  obligation  to pay the  Registration  Expenses  in  connection  therewith),
without prejudice,  however,  to the rights of the Purchaser to demand that such
registration be effected as a Demand  Registration under Section 2,  and (ii) in
the case of a determination  to delay  registering,  shall be permitted to delay
registering  any  Registrable  Securities  for the same  period  as the delay in
registering such other securities. No registration effected under this Section 3
shall  relieve the Company of its  obligations  to effect a Demand  Registration
under Section 2.

     (b) Registration  Expenses.  The Company will pay all Registration Expenses
incurred in connection with each Piggyback Registration.

     (c) Priority in Cutback Registrations.  If a Piggyback Registration becomes
a Cutback  Registration,  the Company will include in such  registration  to the
extent of the amount of the securities  which the Managing  Underwriter  advises
the Company  can be sold in such  offering  without a  reduction  in the selling
price  anticipated  to be received for the  securities to be sold in such Public
Offering:

     (i) first,  the  securities  proposed by the Company to be sold for its own
account  up to a  maximum  aggregate  offering  of  $3  million  (excluding  any
Underwriter's over allotment;

     (ii) second,  the Registrable  Securities of the Purchaser  included in its
Request for Registration; and

     (iii)  third,  the  Registrable  Securities  included in the  Requests  for
Registration of other Requesting Holders, pro rata among such Requesting Holders
in proportion to the number of Registrable Securities included in their Requests
for Registration.

     Any  securities  excluded shall be withdrawn from and shall not be included
in such Piggyback Registration.

     (d) Limitations on Piggyback Registrations. Notwithstanding anything herein
to the  contrary,  the  Company  shall not be  required  to honor a Request  for
Registration if the Company is unable to financially bear the cost of the filing
of the  registration  statement  because it would render the Company  insolvent.
However,  if the Company is not  required  to honor a Request  for  Registration
under this subsection  3(d), the Company shall honor such Request if the Holders
elect to pay the Registration Expenses.

     Section 4. Registration Procedures. If and whenever the Company is required
to use its best efforts to effect the registration of any Registrable Securities
under the  Securities  Act pursuant to Section 2 or Section 3,  the Company will
use its best  efforts to effect the  registration  and sale of such  Registrable
Securities  in  accordance  with the  intended  methods of  disposition  thereof
specified by the Holders participating therein.  Without limiting the foregoing,
the Company in each such case will, as expeditiously as possible:

     (a)  prepare  and  file  with  the  Commission  (in the  case  of a  Demand
Registration),  the requisite registration statement to effect such registration
(including  such  audited  financial  statements  as  may  be  required  by  the
Securities Act or the rules and regulations  promulgated thereunder) and use its
best efforts to cause such registration statement to become effective; provided,
that as far in advance as practical before filing such registration statement or
any amendment  thereto,  the Company will furnish to counsel for the  Requesting
Holders copies of reasonably  complete drafts of all such documents  proposed to
be filed (including exhibits), and any such Holder shall have the opportunity to
object to any  information  pertaining  solely to such Holder that is  contained
therein and the Company will make the corrections  reasonably  requested by such
Holder with respect to such  information  prior to filing any such  registration
statement or amendment;

     (b) prepare and file with the Commission such amendments and supplements to
such registration  statement and any prospectus used in connection  therewith as
may be necessary to maintain the  effectiveness of such  registration  statement
and to comply with the  provisions  of the  Securities  Act with  respect to the
disposition  of  all  Registrable   Securities  included  in  such  registration
statement, in accordance with the intended methods of disposition thereof, until
the earlier of (i) such time as all of such  securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof set forth in such  registration  statement and (ii) one  hundred  eighty
(180) days after such registration statement becomes effective;

     (c)  promptly  notify  each  Requesting   Holder  and  the  underwriter  or
underwriters, if any:

     (i) when such  registration  statement or any prospectus used in connection
therewith,  or any  amendment or  supplement  thereto,  has been filed and, with
respect to such registration statement or any post-effective  amendment thereto,
when the same has become effective;

     (ii) of any written request by the Commission for amendments or supplements
to such registration statement or prospectus;

     (iii)  of  the  notification  to  the  Company  by  the  Commission  of its
initiation of any proceeding  with respect to the issuance by the Commission of,
or of the  issuance  by  the  Commission  of,  any  stop  order  suspending  the
effectiveness of such registration statement; and

     (iv) of the receipt by the Company of any notification  with respect to the
suspension of the qualification of any Registrable Securities for sale under the
applicable securities or blue sky laws of any jurisdiction.

     (d)  furnish to each  seller of  Registrable  Securities  included  in such
registration  statement  such number of  conformed  copies of such  registration
statement and of each amendment and  supplement  thereto (in each case including
all exhibits and documents incorporated by reference),  such number of copies of
the  prospectus  contained  in  such  registration   statement  (including  each
preliminary  prospectus  and any summary  prospectus)  and any other  prospectus
filed under  Rule 424  promulgated  under the  Securities  Act  relating to such
Holder's Registrable  Securities,  and such other documents,  as such seller may
reasonably request to facilitate the disposition of its Registrable Securities;

     (e) use its best efforts to register or qualify all Registrable  Securities
included in such registration  statement under such other securities or blue sky
laws of such  jurisdictions as each Holder thereof shall reasonably  request and
to  keep  such  registration  or  qualification  in  effect  for so long as such
registration statement filed with the Commission remains in effect, and take any
other  action  which may be  reasonably  necessary  or  advisable to enable such
Holder to consummate the  disposition in such  jurisdictions  of the Registrable
Securities owned by such Holder,  except that the Company shall not for any such
purpose  be  required  (i) to  qualify  generally  to do  business  as a foreign
corporation in any jurisdiction wherein it would not but for the requirements of
this  paragraph (e)  be  obligated  to be so  qualified,  or (ii) to  consent to
general service of process in any such jurisdiction;

     (f) use its best efforts to cause all  Registrable  Securities  included in
such  registration  statement  to be  registered  with or approved by such other
governmental  agencies or  authorities as may be necessary to enable each Holder
thereof to consummate the disposition of such Registrable Securities;

     (g)  to  the  extent  obtained  by or  furnished  to  the  Company  or  the
underwriters,  furnish to each Requesting Holder a signed counterpart, addressed
to such Holder (and the underwriters,  if any), of an opinion of counsel for the
Company,  dated the effective date of such  registration  statement (or, if such
registration  includes an underwritten  Public  Offering,  dated the date of any
closing  under the  underwriting  agreement)  and, to the extent  obtained by or
furnished  to the  Company or the  underwriters,  request  that the  Accountants
furnish to each Requesting Holder a signed counterpart, addressed to such Holder
(and the underwriters,  if any), of a "cold comfort" letter, dated the effective
date of such  registration  statement  (and,  if such  registration  includes an
underwritten  Public  Offering,   dated  the  date  of  any  closing  under  the
underwriting  agreement),  signed by the independent public accountants who have
certified  the  Company's  financial  statements  included in such  registration
statement,  in each case covering substantially the same matters with respect to
such  registration  statement  (and the prospectus  included  therein) and, with
respect to events  subsequent to the date of such financial  statements,  as are
customarily  covered in accountants'  letters  delivered to the  underwriters in
underwritten Public Offerings of securities;

     (h) notify each Holder whose  Registrable  Securities  are included in such
registration  statement,  at any time  when a  prospectus  relating  thereto  is
required to be delivered under the Securities Act, of the happening of any event
as a result of which any prospectus included in such registration  statement, as
then in effect,  includes  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 the light of the  circumstances  under  which they were
made, not misleading, and at the request of any such Holder promptly prepare and
furnish to such Holder a reasonable  number of copies of a  supplement  to or an
amendment  of  such  prospectus  as may be  necessary  so  that,  as  thereafter
delivered  to the  purchasers  of such  securities,  such  prospectus  shall not
include an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the circumstances under which they were made, not misleading;

     (i) otherwise use its best efforts to comply with all applicable  rules and
regulations of the Commission,  and make available to its security  holders,  as
soon as reasonably practicable,  an earnings statement covering the period of at
least twelve (12) months, but not more than eighteen (18) months, beginning with
the first full  calendar  month after the  effective  date of such  registration
statement,   which   earnings   statement   shall  satisfy  the   provisions  of
Section 10(a) of the Securities Act and Rule 158 promulgated thereunder, and not
file any amendment or supplement to such Registration Statement or prospectus to
which any such seller or any Requesting Holder shall have reasonably objected on
the grounds that such  amendment or  supplement  does not comply in all material
respects  with  the  requirements  of the  Securities  Act or of  the  rules  or
regulations thereunder;

     (j) make available for inspection by any Requesting Holder, any underwriter
participating in any distribution pursuant to such registration  statement,  and
any attorney,  accountant or other agent  retained by such Holder or underwriter
(collectively,  the  "Inspectors"),  all financial and other records,  pertinent
corporate documents and properties of the Company (collectively,  the "Records")
reasonably  necessary to enable the  Inspectors to exercise  their due diligence
responsibility,  and cause the  Company's  officers,  directors and employees to
supply all  information  reasonably  requested by any such seller,  underwriter,
attorney, accountant or agent in connection with such registration statement;

     (k) provide a transfer agent and registrar for all  Registrable  Securities
included in such  registration  statement not later than the  effective  date of
such registration statement; and

     (l) use its best efforts to cause all  Registrable  Securities  included in
such registration  statement to be listed, upon official notice of issuance,  on
any  securities  exchange on which any of the  Company's  securities of the same
class as the Registrable Securities are then listed.

     The Company may require each Holder whose Registrable  Securities are being
registered  to, and each such Holder,  as a condition  to including  Registrable
Securities in such registration, shall, furnish the Company and the underwriters
with such information and affidavits  regarding such Holder and the distribution
of such  securities  as the Company and the  underwriters  may from time to time
reasonably request in writing in connection with such registration.

     Upon  receipt of any notice from the Company of the  happening of any event
of the kind described in  paragraph (h)  of this  Section 4,  the Purchaser will
forthwith discontinue its disposition of Registrable  Securities pursuant to the
registration  statement  relating  to  such  Registrable  Securities  until  the
Purchaser  receives  the  copies  of  the  supplemented  or  amended  prospectus
contemplated  by  paragraph (h)  of this  Section 4  and,  if so directed by the
Company,  shall  deliver to the Company (at the  Company's  expense) all copies,
other than  permanent  file copies,  then in the  Purchaser's  possession of the
prospectus  relating  to such  Registrable  Securities  current  at the  time of
receipt of such notice. In the event the Company shall give any such notice, the
period referred to in paragraph (b)(ii) of this Section 4 shall be extended by a
number of days equal to the number of days during the period from and  including
the giving of notice  pursuant to  paragraph (h)  of this  Section 4  and to and
including the date when each Holder whose Registrable Securities are included in
such registration  statement  receives the copies of the supplemented or amended
prospectus contemplated by paragraph (h) of this Section 4.

     Section 5.  Underwritten  Offerings.  If a Demand for  Registration is made
pursuant to Section 2, or if the Company at any time proposes to register any of
its securities in a Piggyback  Registration  or otherwise,  and, in either case,
the securities included in such registration are to be distributed by or through
one or more  underwriters,  such securities  shall be distributed by or through,
and the Company  shall enter into a firm  commitment  underwriting  agreement in
customary form with,  (i) a  Managing  Underwriter  selected in accordance  with
Section 9, (ii) such other underwriters, reasonably satisfactory to the Company,
as may be selected by the Managing  Underwriter  to assist or participate in the
distribution,  and (iii) if a Qualified Independent  Underwriter is required for
such  registration  pursuant to  Rule 2720  (b)(15) of the NASD Common  Rules or
otherwise,  a Qualified  Independent  Underwriter  selected in  accordance  with
Section 9.

     (a)  Underwritten  Offerings in Connection with Demand  Registration.  If a
Demand for  Registration  is made pursuant to Section 2 and the  distribution of
the  Registrable  Securities  included in such Demand for  Registration is to be
underwritten,  the underwriting agreement shall include, among other provisions,
indemnities to the effect and to the extent  provided in Section 6.  The Holders
whose Registrable Securities are to be distributed by such underwriters shall be
parties to such underwriting  agreement. No Requesting Holder may participate in
such  underwritten  offering  unless such Holder agrees to sell its  Registrable
Securities on the basis  provided in such  underwriting  agreement and completes
and  executes all  questionnaires,  powers of  attorney,  indemnities  and other
documents reasonably required under the terms of such underwriting agreement. If
any Requesting Holder  disapproves of the terms of an underwriting,  such Holder
may elect to  withdraw  therefrom  and from such  registration  by notice to the
Company  and the  Managing  Underwriter,  and each of the  remaining  Requesting
Holders shall be entitled to increase the number of Registrable Securities being
registered  to the extent of the  Registrable  Securities  so  withdrawn  in the
proportion  which the number of Registrable  Securities being registered by such
remaining Requesting Holder bears to the total number of Registrable  Securities
being registered by all such remaining Requesting Holders.

     (b) Underwritten  Piggyback Offerings.  If the Company at any time proposes
to  register  any  of  its  securities  in a  Piggyback  Registration  and  such
securities  are to be distributed  by or through one or more  underwriters,  the
Company will,  subject to the provisions of Section 3(c),  use its best efforts,
if  requested by any Holder whose  Registrable  Securities  are included in such
registration  to  arrange  for such  underwriters  to  include  the  Registrable
Securities  to be offered and sold by such  Holder  among the  securities  to be
distributed  by such  underwriters,  and such Holders shall be obligated to sell
their  Registrable  Securities  in  such  Piggyback  Registration  through  such
underwriters  on the same  terms and  conditions  as apply to the other  Company
securities to be sold by such  underwriters  in connection  with such  Piggyback
Registration.  The Holders whose Registrable Securities are to be distributed by
such  underwriters  shall be parties to the underwriting  agreement  between the
Company  and  such  underwriter  or  underwriters.   No  Requesting  Holder  may
participate in such underwritten  offering unless such Holder agrees to sell its
Registrable  Securities on the basis provided in such underwriting agreement and
completes and executes all questionnaires,  powers of attorney,  indemnities and
other  documents  reasonably  required  under  the  terms  of such  underwriting
agreement. If any Requesting Holder disapproves of the terms of an underwriting,
such Holder may elect to withdraw therefrom and from such registration by notice
to the  Company  and  the  Managing  Underwriter,  and  each  of  the  remaining
Requesting  Holders  shall be  entitled to  increase  the number of  Registrable
Securities  being  registered  to the extent of the  Registrable  Securities  so
withdrawn in the  proportion  which the number of Registrable  Securities  being
registered  by such  remaining  Requesting  Holder  bears to the total number of
Registrable  Securities  being  registered  by  all  such  remaining  Requesting
Holders.

     Section 6. Indemnification.

     (a)  Indemnification by the Company.  The Company shall, to the full extent
permitted by law,  indemnify  and hold  harmless the  Purchaser,  as a seller of
Registrable   Securities  included  in  any  registration   statement  filed  in
connection  with  a  Demand  Registration  or  a  Piggyback  Registration,   its
directors,  officers,  and partners, and each other Person, if any, who controls
any such seller within the meaning of the  Securities  Act,  against any losses,
claims, damages, expenses or liabilities, joint or several (together, "Losses"),
to which the Purchaser or any such  director,  officer,  partner or  controlling
Person may become subject under the Securities Act or otherwise, insofar as such
Losses (or actions or proceedings,  whether commenced or threatened,  in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of any material fact contained in any such registration statement, any
preliminary  prospectus,   final  prospectus  or  summary  prospectus  contained
therein,  or any  amendment or  supplement  thereto,  or any omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the  statements  therein (in the case of a prospectus,  in the
light of the circumstances  under which they were made) not misleading,  and the
Company will  reimburse the Purchaser and each such director,  officer,  partner
and controlling Person for any legal or any other expenses  reasonably  incurred
by them in connection with  investigating  or defending any such Loss (or action
or  proceeding  in respect  thereof);  provided,  that the Company  shall not be
liable  in any  such  case to the  extent  that  any such  Loss  (or  action  or
proceeding  in respect  thereof)  arises out of or is based upon  (i) an  untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
any such  registration  statement,  preliminary  prospectus,  final  prospectus,
summary  prospectus,  amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by the Purchaser  specifically
stating that it is for use in the preparation  thereof, or (ii) the  Purchaser's
failure to send or give a copy of the final prospectus to the Persons  asserting
an untrue  statement or alleged untrue statement or omission or alleged omission
at or prior to the written confirmation of the sale of Registrable Securities to
such  Person  if  such  statement  or  omission  was  corrected  in  such  final
prospectus.  Such indemnity shall remain in full force and effect  regardless of
any  investigation  made by or on  behalf of such  seller or any such  director,
officer,  partner or controlling  Person, and shall survive the transfer of such
securities by such seller.  The Company shall also  indemnify  each other Person
who  participates  (including  as an  underwriter)  in the  offering  or sale of
Registrable  Securities,  their officers and directors,  and partners,  and each
other  Person,  if any, who controls any such  participating  Person  within the
meaning of the  Securities Act to the same extent as provided above with respect
to the Purchaser as a seller of Registrable Securities.

     (b)  Indemnification  by the Sellers.  The  Purchaser,  if its  Registrable
Securities  are  included or are to be included  in any  registration  statement
filed in connection with a Demand Registration or a Piggyback Registration, as a
condition to including  Registrable  Securities in such registration  statement,
shall,  to the full extent  permitted by law,  indemnify  and hold  harmless the
Company, its directors and officers, and each other Person, if any, who controls
the Company  within the  meaning of the  Securities  Act,  against any Losses to
which the  Company or any such  director  or officer or  controlling  Person may
become subject under the Securities Act or otherwise, insofar as such Losses (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
arise out of or are based upon any untrue  statement or alleged untrue statement
of  any  material  fact  contained  in  any  such  registration  statement,  any
preliminary  prospectus,   final  prospectus  or  summary  prospectus  contained
therein,  or any  amendment or  supplement  thereto,  or any omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the  statements  therein (in the case of a prospectus,  in the
light of the circumstances  under which they were made) not misleading,  if such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity  with written  information  furnished to
the  Company by the  Purchaser  specifically  stating  that it is for use in the
preparation  of  such  registration  statement,  preliminary  prospectus,  final
prospectus,  summary prospectus,  amendment or supplement.  Such indemnity shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf of the Company or any such director,  officer or  controlling  Person and
shall  survive the transfer of such  securities  by such seller.  The  Purchaser
shall  also  indemnify  each  other  Person who  participates  (including  as an
underwriter) in the offering or sale of Registrable  Securities,  their officers
and directors and each other Person, if any, who controls any such participating
Person within the meaning of the  Securities  Act to the same extent as provided
above with respect to the Company.

     (c) Notices of Claims.  Promptly after receipt by an  Indemnified  Party of
notice  of the  commencement  of any  action  or  proceeding  involving  a claim
referred  to in the  preceding  paragraph (a)  or (b) of  this  Section 6,  such
Indemnified  Party shall, if a claim in respect thereof is to be made against an
Indemnifying  Party  pursuant to such  paragraphs,  give  written  notice to the
latter of the  commencement  of such  action,  provided  that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its  obligations  under the preceding  paragraphs of this
Section 6,  except  to the  extent  that  the  Indemnifying  Party  is  actually
prejudiced  by such failure to give  notice.  In case any such action is brought
against an  Indemnified  Party,  the  Indemnifying  Party  shall be  entitled to
participate in and, unless, in the reasonable judgment of any Indemnified Party,
a conflict of interest between such Indemnified Party and any Indemnifying Party
exists with respect to such claim, 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  Party of its  election so to
assume the defense thereof,  the Indemnifying  Party shall not be liable to such
Indemnified Party for any legal or other expenses  subsequently  incurred by the
latter in connection  with the defense  thereof other than  reasonable  costs of
investigation;  provided  that the  Indemnified  Party may  participate  in such
defense at the  Indemnified  Party's  expense;  and  provided  further  that the
Indemnified  Party or  Indemnified  Parties  shall  have the right to employ one
counsel  to  represent  it or  them  if,  in  the  reasonable  judgment  of  the
Indemnified Party or Indemnified  Parties,  it is advisable for it or them to be
represented  by separate  counsel by reason of having legal  defenses  which are
different from or in addition to those available to the Indemnifying  Party, and
in that event the reasonable fees and expenses of such one counsel shall be paid
by the  Indemnifying  Party.  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 for the Indemnified  Parties with
respect to such claim,  unless in the  reasonable  judgment  of any  Indemnified
Party a conflict of interest may exist  between such  Indemnified  Party and any
other  Indemnified  Parties  with  respect  to such  claim,  in which  event the
Indemnifying  Party  shall be  obligated  to pay the fees and  expenses  of such
additional counsel for the Indemnified Parties or counsels.  Without the consent
of the Indemnified  Party,  no Indemnifying  Party shall consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such  Indemnified  Party
of a release  from all  liability  in respect to such  claim or  litigation.  No
Indemnifying  Party shall be subject to any  liability for any  settlement  made
without its consent, which consent shall not be unreasonably withheld.

     (d) Contribution.  If the indemnity and reimbursement  obligation  provided
for in any paragraph of this Section 6 is unavailable  or  insufficient  to hold
harmless  an  Indemnified  Party  in  respect  of  any  Losses  (or  actions  or
proceedings in respect thereof) referred to therein, then the Indemnifying Party
shall  contribute  to the amount paid or payable by the  Indemnified  Party as a
result of such Losses (or  actions or  proceedings  in respect  thereof) in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party on the one hand and the Indemnified  Party on the other hand in connection
with statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations. If the allocation provided by the immediately
preceding  sentence is unavailable for any reason,  then the Indemnifying  Party
shall  contribute  to the amount paid or payable by the  Indemnified  Party as a
result of such Losses (or  actions or  proceedings  in respect  thereof) in such
proportion as is appropriate to reflect not only the relative fault of, but also
the relative  benefits  received by, the Indemnifying  Party on the one hand and
the  Indemnified  Party on the  other  hand in  connection  with  statements  or
omissions which resulted in such Losses, as well as any other relevant equitable
considerations.  Relative fault 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 the  Indemnified  Party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent  such untrue  statement or  omission.  The parties  hereto agree that it
would not be just and equitable if contributions pursuant to this paragraph were
to be  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
first sentence of this paragraph.  The amount paid by an Indemnified  Party as a
result of the Losses  referred to in the first sentence of this paragraph  shall
be deemed to include any legal and other  expenses  reasonably  incurred by such
Indemnified  Party in connection with  investigating or defending any Loss which
is the subject of this paragraph.

     No  Indemnified  Party guilty of fraudulent  misrepresentation  (within the
meaning  of   Section 10(f)   of  the  Securities  Act)  shall  be  entitled  to
contribution  from the  Indemnifying  Party if the  Indemnifying  Party  was not
guilty of such fraudulent misrepresentation.

     (e) Other Indemnification. Indemnification similar to that specified in the
preceding paragraphs of this Section 6 (with appropriate modifications) shall be
given by the Company and each seller of Registrable  Securities  with respect to
any required registration or other qualification of securities under any federal
or  state  law or  regulation  of any  governmental  authority  other  than  the
Securities  Act. The  provisions of this  Section 6  shall be in addition to any
other rights to  indemnification  or contribution which an Indemnified Party may
have pursuant to law, equity, contract or otherwise.

     (f)  Indemnification   Payments.  The  indemnification   required  by  this
Section 6  shall be made by periodic  payments of the amount  thereof during the
course of the investigation or defense, as and when bills are received or Losses
are incurred.

     Section 7.  Covenants  Relating  to Rule 144. If at any time the Company is
required to file reports in compliance with either  Section 13 or  Section 15(d)
of the Exchange  Act, the Company will (a) file  reports in compliance  with the
Exchange Act and  (b) comply  with all rules and  regulations  of the Commission
applicable  in  connection  with the use of Rule 144 and take such other actions
and furnish each Holder with such other  information  as such Holder may request
in order to avail  itself of such rule or any other  rule or  regulation  of the
Commission  allowing  such  Holder to sell any  Registrable  Securities  without
registration.

     Section 8.  Other  Registration  Rights.  In the event the  Company  grants
registration  rights to any other party, the Company agrees that the Purchaser's
registration rights will be superior to those of the other parties.

     Section 9. Selection of Underwriters.  It is acknowledged and agreed by the
Company and the other  parties  hereto  that the  Managing  Underwriter  for any
registration of Registrable Securities effected pursuant to this Agreement shall
be such nationally  recognized  investment banking firm as shall be selected, in
the case of a Piggyback Registration, by the Board, and, in the case of a Demand
Registration,  by the Holders of a majority of the Registrable  Securities to be
sold in such  offering  after  consultation  with,  and with the consent of, the
Company,  which  consent  shall not be  unreasonably  withheld.  If a  Qualified
Independent   Underwriter  is  required  for  any  registration  of  Registrable
Securities  effected  pursuant to this  Agreement,  such  Qualified  Independent
Underwriter  shall be an  investment  banking  firm,  selected  by the  Managing
Underwriter  and  reasonably  satisfactory  to the Company  which  (i) meets the
criteria for a "qualified independent underwriter" set forth in Rule 2720 of the
NASD  Conduct  Rules as the same may be amended  from time to time and any other
applicable  rule or regulation of the NASD or otherwise,  and (ii) agrees to act
in  such  capacity  for   compensation  and  upon  other  terms  and  conditions
substantially  consistent with the  compensation  and other terms and conditions
that could reasonably be expected to be required by similar  investment  banking
firms acting in such capacity in similar transactions.

     Section 10. Miscellaneous.

     (a) Notices. All notices,  requests and other communications hereunder must
be in  writing  and will be deemed to have been  duly  given  only if  delivered
personally,  by courier or by  facsimile  transmission  or mailed  (first  class
postage prepaid) to the parties at the addresses or facsimile  numbers set forth
below.

     (i) If to the Company, to:

     with copy to:

     (ii) if to the Purchaser, to:

     Copy to:

     All such notices,  requests and other  communications will (x) if delivered
personally  or by courier to the  address  provided  in this  Section 10(a),  be
deemed given upon delivery,  (y) if  delivered by facsimile  transmission to the
facsimile number provided in this Section 10(a), be deemed given when receipt of
transmission  has  been  orally  confirmed  by the  sending  party,  and  (z) if
delivered by first class or registered mail in the manner described above to the
address as provided in this  Section 10(a),  be deemed  given three (3) Business
Days after deposit in the United States Mail (in each case regardless of whether
such notice,  request or other  communication is received by any other Person to
whom a copy of such notice is to be  delivered  pursuant to this  Section).  Any
party  from  time to time may  change  its  address,  facsimile  number or other
information for the purpose of notices to that party by giving notice specifying
such change to the other parties hereto.

     (b) Entire Agreement.  This Agreement  supersedes all prior discussions and
agreements  between the parties with respect to the subject matter  hereof,  and
contains the sole and entire  agreement  between the parties hereto with respect
to the subject matter hereof.

     (c) Amendment. This Agreement may be amended, supplemented or modified only
by a written  instrument  (which may be executed in any number of  counterparts)
duly executed by or on behalf of each of the Company and the Purchaser.

     (d) Waiver.  Any term or condition of this  Agreement  may be waived at any
time by the party that is entitled to the  benefit  thereof,  but no such waiver
shall be effective unless set forth in a written  instrument duly executed by or
on behalf of the party waiving such term or condition. No waiver by any party of
any term or condition of this Agreement, in any one or more instances,  shall be
deemed to be or  construed  as a waiver of the same  term or  condition  of this
Agreement on any future occasion.

     (e) No Third Party Beneficiary.  The terms and provisions of this Agreement
are intended  solely for the benefit of each party  hereto and their  respective
successors or permitted  assigns,  and it is not the intention of the parties to
confer  third-party  beneficiary  rights  upon any other  Person  other than any
Person entitled to indemnification under Section 6.

     (f)  Successors  and Assigns.  The  registration  rights  contained in this
Agreement  shall be  transferable  by the  Purchaser to any Person that acquires
Registrable  Securities  from the Purchaser  (excluding any Person that acquires
such Registrable  Securities in a transaction  pursuant to which such securities
cease to be Registrable Securities).

     (g) Headings.  The headings used in this  Agreement  have been inserted for
convenience of reference only and do not define or limit the provisions hereof.

     (h) Invalid  Provisions.  If any provision of this  Agreement is held to be
illegal,  invalid or  unenforceable  under any present or future law, and if the
rights or  obligations  of any party  hereto  under this  Agreement  will not be
materially  and adversely  affected  thereby,  (i) such  provision will be fully
severable,  (ii) this  Agreement  will  be  construed  and  enforced  as if such
illegal,  invalid or unenforceable  provision had never comprised a part hereof,
(iii) the  remaining  provisions of this Agreement will remain in full force and
effect  and  will not be  affected  by the  illegal,  invalid  or  unenforceable
provision or by its severance herefrom and (iv) in lieu of such illegal, invalid
or unenforceable provision,  there will be added automatically as a part of this
Agreement a legal,  valid and enforceable  provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.

     (i) Remedies.  Except as otherwise expressly provided for herein, no remedy
conferred by any of the specific  provisions of this Agreement is intended to be
exclusive of any other remedy, and each and every remedy shall be cumulative and
shall be in addition to every other remedy  given  hereunder or now or hereafter
existing at law or in equity or by statute or otherwise. The election of any one
or more  remedies by any party hereto shall not  constitute a waiver by any such
party of the right to pursue any other available remedies.

     Damages in the event of breach of this Agreement by any party hereto or any
of their respective  successors or permitted assigns would be difficult,  if not
impossible,  to ascertain,  and it is therefore agreed that each such Person, in
addition to and without  limiting  any other  remedy or right it may have,  will
have the  right to an  injunction  or other  equitable  relief  in any  court of
competent  jurisdiction,  enjoining any such breach, and enforcing  specifically
the terms and  provisions  hereof and each party  hereto,  on its own behalf and
behalf of its respective successors and permitted assigns, hereby waives any and
all defenses it may have on the ground of lack of  jurisdiction or competence of
the court to grant such an injunction or other equitable  relief.  The existence
of this right will not preclude  any such Person from  pursuing any other rights
and remedies at law or in equity which such Person may have.

     Notwithstanding  anything  herein to the  contrary,  if the Company files a
Registration  Statement pursuant to a Demand  Registration but such Registration
Statement is not deemed  effective  by the  Securities  and Exchange  Commission
within one hundred eighty (180) days after filing, the Company will issue to the
Purchasers an additional  900,000  shares of common stock of the Company as full
liquidated damages.

     (j)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with  the laws of the  State of  Georgia  applicable  to a  contract
executed and performed  therein,  without giving effect to the conflicts of laws
principles thereof.

     (k)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together will constitute one and the same instrument.





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     IN WITNESS WHEREOF,  this Agreement has been duly executed and delivered by
each party hereto,  or the duly authorized  officer of each party hereto, as the
case may be, as of the date first above written.

     THE CATAPULT GROUP, INC.:


     By: Name: Title:



     PURCHASERS:


     _____________
     Jake Cantrell


     _____________
     Ronald Potts


     _________________
     Sheila A. Tallent


     _______________
     Nancy Edwards