Registration Rights Agreement - Webhelp.com Inc.


                                Webhelp.com Inc.


                          REGISTRATION RIGHTS AGREEMENT


      This Agreement dated as of April 19, 2000 is entered into by and among
Webhelp.com Inc., a Delaware corporation (the "Company"), eManagement, Ltd., a
Cayman Island exempted company ("eManagement"), and WH Holdings, Ltd., a Cayman
Island exempted company ("WH," and together with eManagement, the
"Stockholders").


                                    RECITALS

      WHEREAS, the Company and the Stockholders have entered into a Letter
Agreement dated April 19, 2000 (the "Letter Agreement"), pursuant to which WH is
acquiring 724,638 shares (the "Shares") of Common Stock of the Company; and

      WHEREAS, the Company and the Stockholders desire to enter into this
Registration Rights Agreement on the terms herein, to provide for certain
arrangements with respect to the registration of the Shares under the Securities
Act of 1933.

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

      REGISTRATION RIGHTS

      1.    CERTAIN DEFINITIONS.

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


            "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, $0.01 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 issued under such Act, as they each may, from time to time, be in
effect.




            "INITIAL PUBLIC OFFERING" means the initial underwritten public
offering of shares of Common Stock pursuant to an effective Registration
Statement.


            "OTHER HOLDERS" means holders of securities of the Company (other
than Stockholders) who are entitled by contract with the Company to have
securities included in a Registration Statement.


            "PROSPECTUS" means the prospectus included in any Registration
Statement, as amended or supplemented by an amendment or prospectus supplement,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


            "REGISTRATION STATEMENT" means a registration statement filed by the
Company with the Commission for a public offering and sale of securities of the
Company for its own account or for the account of others (other than a
registration statement on Form S-8 or Form S-4, or their successors, or any
other form for a similar limited purpose, or any registration statement covering
only securities proposed to be issued in exchange for securities or assets of
another corporation).


            "REGISTRATION EXPENSES" means the expenses described in
Section 2.3.


            "REGISTRABLE SHARES" means (i) the Shares held by WH on the date
hereof, and (ii) any other shares of Common Stock issued in respect of the
Shares (because of stock splits, stock dividends, reclassifications,
recapitalizations, or similar events); PROVIDED, HOWEVER, that shares of Common
Stock which are Registrable Shares shall cease to be Registrable Shares upon (a)
any sale pursuant to a Registration Statement or Rule 144 under the Securities
Act or (b) any sale in any manner to a person or entity which, by virtue of
Section 3 of this Agreement, is not entitled to the rights provided by this
Agreement.


            "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.


            "SELLING STOCKHOLDER" means any Stockholder owning Registrable
Shares included in a Registration Statement.


            "SHARES" shall have the meaning specified in the recitals hereto.


            "STOCKHOLDERS" means eManagement and WH and any persons or entities
to whom the rights granted under this Agreement are transferred by the
Stockholders, their successors or assigns pursuant to Section 3 hereof.


                                      -2-


      2.    REGISTRATION RIGHTS

            2.1   INCIDENTAL REGISTRATION.

                  (a)   Whenever the Company proposes to file a Registration
Statement on Form S-3 (other than a Registration Statement filed pursuant to the
Initial Public Offering), it will, prior to such filing, give written notice to
the Stockholders of its intention to do so. Upon the written request of the
Stockholders given within 10 days after the Company provides such notice (which
request shall state the intended method of disposition of such Registrable
Shares), the Company shall use its reasonable best efforts to cause all
Registrable Shares which the Company has been requested by the Stockholders to
register to be registered under the Securities Act to the extent necessary to
permit their sale or other disposition in accordance with the intended methods
of distribution specified in the request of the Stockholders; provided that the
Company shall have the right to postpone or withdraw any registration effected
pursuant to this Section 2.1 without obligation to the Stockholders.

                  (b)   If the registration for which the Company gives notice
pursuant to Section 2.1(a) is of a registered public offering involving an
underwriting, the Company shall so advise the Stockholders as a part of the
written notice given pursuant to Section 2.1(a). In such event, the right of the
Stockholders to include the Registrable Shares in such registration pursuant to
Section 2.1 shall be conditioned upon the Stockholders' participation in such
underwriting on the terms set forth herein. The Stockholders proposing to
distribute their securities through such underwriting shall (together with the
Company, Other Holders and any officers or directors of the Company distributing
their securities through such underwriting) enter into an underwriting agreement
with the underwriter or underwriters selected for the underwriting by the
Company. Notwithstanding any other provision of this Section 2.1, if the
managing underwriter determines that the inclusion of all shares requested to be
registered would adversely affect the offering, the Company may limit the
Registrable Shares to be included in the registration and underwriting. The
Company shall so advise the Stockholders requesting registration, and the number
of shares that are entitled to be included in the registration and underwriting
shall be allocated in the following manner. The securities of the Company held
by officers and directors of the Company (other than Registrable Shares) shall
be excluded from such registration and underwriting to the extent deemed
advisable by the managing underwriter, and, if a further limitation on the
number of shares is required, the number of shares that may be included in such
registration and underwriting shall be allocated among the Stockholders and the
Other Holders requesting registration in proportion, as nearly as practicable,
to the respective number of shares of Common Stock (on an as-converted basis)
which they held at the time the Company gives the notice specified in Section
2.1(a). If the Stockholders or any Other Holder would thus be entitled to
include more securities than such holder requested to be registered, the excess
shall be allocated among the Other Holders pro rata in the manner described in
the preceding sentence. If any holder of Registrable Shares or any officer,
director or Other Holder disapproves of the terms of any such underwriting, such
person may elect to withdraw therefrom by written notice to the Company, and any
Registrable Shares or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.


                                      -3-


            2.2   REGISTRATION PROCEDURES.

                  (a)   If the Company has delivered a Prospectus to the Selling
Stockholders and after having done so the Prospectus is amended to comply with
the requirements of the Securities Act, the Company shall promptly notify the
Selling Stockholders and, if requested, the Selling Stockholders shall
immediately cease making offers of Registrable Shares and return all
Prospectuses to the Company. The Company shall promptly provide the Selling
Stockholders with revised Prospectuses and, following receipt of the revised
Prospectuses, the Selling Stockholders shall be free to resume making offers of
the Registrable Shares.

                  (b)   In the event that, in the judgment of the Company, it is
advisable to suspend use of a Prospectus included in a Registration Statement
due to pending material developments or other events that have not yet been
publicly disclosed and as to which the Company believes public disclosure would
be detrimental to the Company, the Company shall notify all Selling Stockholders
to such effect, and, upon receipt of such notice, each such Selling Stockholder
shall immediately discontinue any sales of Registrable Shares pursuant to such
Registration Statement until such Selling Stockholder has received copies of a
supplemented or amended Prospectus or until such Selling Stockholder is advised
in writing by the Company that the then current Prospectus may be used and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus. Notwithstanding anything
to the contrary herein, the Company shall not exercise its rights under this
Section 2.2(b) to suspend sales of Registrable Shares for a period in excess of
60 days in any 365-day period.

            2.3   ALLOCATION OF EXPENSES. The Company will pay all Registration
Expenses for all registrations under this Agreement. For purposes of this
Section, the term "Registration Expenses" shall mean all expenses incurred by
the Company in complying with this Agreement, including, without limitation, all
registration and filing fees, exchange listing fees, printing expenses, fees and
expenses of counsel for the Company and the fees and expenses of one counsel
selected by the Selling Stockholders and the Other Holders to represent the
Selling Stockholders and the Other Holders, state Blue Sky fees and expenses,
and the expense of any special audits incident to or required by any such
registration, but excluding underwriting discounts, selling commissions and the
fees and expenses of Selling Stockholders' own counsel (other than the counsel
selected to represent all Selling Stockholders and Other Holders).


                                      -4-


            2.4   INDEMNIFICATION AND CONTRIBUTION.

                  (a)   In the event of any registration of any of the
Registrable Shares under the Securities Act pursuant to this Agreement, the
Company will indemnify and hold harmless the Selling Stockholders selling such
Registrable Shares, each underwriter of such Registrable Shares, and each other
person, if any, who controls such seller or underwriter within the meaning of
the Securities Act or the Exchange Act against any losses, claims, damages or
liabilities, joint or several, to which such seller, underwriter or controlling
person may become subject under the Securities Act, the Exchange Act, state
securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement under which such sale of Registrable
Shares was registered under the Securities Act, any preliminary prospectus or
final prospectus contained in the Registration Statement, or any amendment or
supplement to such Registration Statement, or arise out of or are based upon the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and the
Company will reimburse such seller, underwriter and each such controlling person
for any legal or any other expenses reasonably incurred by such seller,
underwriter or controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in such
Registration Statement, preliminary prospectus or prospectus, or any such
amendment or supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by or on behalf of such seller,
underwriter or controlling person specifically for use in the preparation
thereof.

                  (b)   In the event of any registration of any of the
Registrable Shares under the Securities Act pursuant to this Agreement, each
Selling Stockholder, severally and not jointly, will indemnify and hold harmless
the Company, each of its directors and officers and each underwriter (if any)
and each person, if any, who controls the Company or any such underwriter within
the meaning of the Securities Act or the Exchange Act, against any losses,
claims, damages or liabilities, joint or several, to which the Company, such
directors and officers, underwriter or controlling person may become subject
under the Securities Act, Exchange Act, state securities or Blue Sky laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement
under which any Registrable Shares were registered under the Securities Act, any
preliminary prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or
arise out of or are based upon any omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, if the statement or omission was made in reliance upon
and in conformity with information relating to such Selling Stockholder
furnished in writing to the Company by or on behalf of such Selling Stockholder
specifically for use in connection with the preparation of such Registration
Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the
obligations of a Selling Stockholder hereunder shall be limited to an amount
equal to the proceeds, net of brokerage or underwriting commissions, to such
Selling Stockholder of Registrable Shares sold in connection with such
registration.


                                      -5-


                  (c)   Each party entitled to indemnification under this
Section (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; PROVIDED, that counsel for the
Indemnifying Party that shall conduct the defense of such claim or litigation
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld); and, PROVIDED, FURTHER, that the failure of any
Indemnified Party to give notice promptly as provided herein shall not relieve
the Indemnifying Party of its obligations under this Section except to the
extent that the Indemnifying Party is adversely affected by such failure. The
Indemnified Party may participate in such defense at such party's expense;
PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if
representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential differing
interests between the Indemnified Party and any other party represented by such
counsel in such proceeding; PROVIDED FURTHER that in no event shall the
Indemnifying Party be required to pay the expenses of more than one law firm per
jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also
shall be responsible for the expenses of such defense if the Indemnifying Party
does not elect to assume such defense. No Indemnifying Party, in the defense of
any such claim or litigation shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
of such claim or litigation, and no Indemnified Party shall consent to entry of
any judgment or settle such claim or litigation without the prior written
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld.

                  (d)   In order to provide for just and equitable contribution
in circumstances in which the indemnification provided for in this Section 2.4
is due in accordance with its terms but for any reason is held to be unavailable
to an Indemnified Party in respect to any losses, claims, damages and
liabilities referred to herein, then the Indemnifying Party shall, in lieu of
indemnifying such Indemnified Party, contribute to the amount paid or payable by
such Indemnified Party as a result of such losses, claims, damages or
liabilities to which such party may be subject in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the
Selling Stockholders on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative fault of the Company and
the Selling Stockholders shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of material fact related
to information supplied by the Company or the Selling Stockholders and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Selling
Stockholders agree that it would not be just and equitable if contribution
pursuant to this Section 2.4 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph of Section 2.4, (i) in no case shall any one Selling Stockholder be
liable or responsible for any amount in excess of the proceeds received by such
Selling Stockholder from the offering of Registrable Shares and (ii) the Company
shall be liable and responsible for any amount in excess of such proceeds, net
of brokerage or underwriting commissions PROVIDED, HOWEVER, that no person
guilty of fraudulent misrepresentation (within 


                                      -6-


the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

            2.5   INFORMATION BY HOLDER. Each holder of Registrable Shares
included in any registration shall furnish to the Company such information
regarding such holder and the distribution proposed by such holder as the
Company may reasonably request in writing and as shall be required in connection
with any registration, qualification, listing or compliance referred to in this
Agreement, including, without limitation, in connection with the NASD Rules of
Fair Practice in an underwritten offering.

            2.6   CONFIDENTIALITY OF NOTICES. If and when the Stockholders
receive any written notice from the Company regarding the Company's plans to
file a Registration Statement, they shall treat such notice confidentially and
shall not disclose such information to any person other than as necessary to
exercise its rights under this Agreement.



            2.7   LEGEND AND LIMITATIONS ON TRANSFER. Each certificate
representing Registrable Shares shall contain upon its face or upon the reverse
side thereof a legend to the following effect:

        "These securities have not been registered under the Securities Act of
        1933, as amended, or qualified under state securities laws and may not
        be sold, pledged, or otherwise transferred unless the Company has been
        furnished with an opinion of counsel acceptable to the Company to the
        effect that no registration under the Securities Act of 1933, as amend,
        or qualification under applicable state securities laws is legally
        required for such transfer."

Each Stockholder consents to the Company making a notation on its records and
giving instructions to any transfer agent of the Common Stock in order to
implement the restrictions on transfer established in this Section.

            2.8   RULE 144 REQUIREMENTS. After the registration by the Company
of a class of securities under Section 12 of the Exchange Act the Company agrees
to:

                  (a)   make and keep current public information about the
Company available, as those terms are understood and defined in Rule 144;

                  (b)   use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements); and

                  (c)   furnish to any Stockholder holding Registrable Shares
upon request (i) a written statement by the Company as to its compliance with
the reporting requirements of Rule 144 and of the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), (ii) a copy of the most recent annual or quarterly report of the
Company, and (iii) such other reports and documents of the Company as such


                                      -7-


holder may reasonably request to avail itself of any similar rule or regulation
of the Commission allowing it to sell any such securities without registration.

            2.9   TERMINATION. All of the Company's obligations to register
Registrable Shares under Section 2.1 of this Agreement shall terminate five
years after the closing of the Initial Public Offering.

      3.    TRANSFERS OF RIGHTS. This Agreement, and the rights and obligations
of each Stockholder hereunder, may be assigned by such Stockholder to any
partner, member or stockholder of such Stockholder to whom Registrable Shares
are transferred, and such transferee shall be deemed a "Stockholder" for
purposes of this Agreement; provided that the transferee provides written notice
of such assignment to the Company, including a notice address for such transfer,
and agrees in writing to be bound by this Agreement.

      4.    GENERAL.

                  (a)   SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.

                  (b)   SPECIFIC PERFORMANCE. In addition to any and all other
remedies that may be available at law in the event of any breach of this
Agreement, the Stockholders and the Company shall be entitled to specific
performance of the agreements and obligations of the other parties hereunder and
to such other injunctive or other equitable relief as may be granted by a court
of competent jurisdiction.

                  (c)   GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York (without
reference to the conflicts of law provisions thereof).

                  (d)   NOTICES. All notices, requests, consents, and other
communications under this Agreement shall be in writing and shall be deemed
delivered (i) three business days after being sent by registered or certified
mail, return receipt requested, postage prepaid or (ii) one business day after
being sent via a reputable nationwide overnight courier service guaranteeing
next business day delivery, in each case to the intended recipient as set forth
below:

      If to the Company, at 237 Park Avenue, 20th Floor, New York, New York
10017 Attention, John D. Burton, or at such other address or addresses as may
have been furnished in writing by the Company to the Stockholders.

      If to the Stockholders, at WH Holdings, Ltd., c/o Q & H Corporate
Services, Ltd., Harbour Chambers, P.O. Box 1348, George Town, Grand Cayman
Islands B.W.I.

      Any party may give any notice, request, consent or other communication
under this Agreement using any other means (including, without limitation,
personal delivery, messenger service, telecopy, first class mail or electronic
mail), but no such notice, request, consent or other communication shall be
deemed to have been duly given unless and until it is actually received by the
party for whom it is intended. Any party may change the address to which
notices, 


                                      -8-


requests, consents or other communications hereunder are to be delivered by
giving the other parties notice in the manner set forth in this Section.

                  (e)   COMPLETE AGREEMENT. This Agreement constitutes the
entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.

                  (f)   AMENDMENTS AND WAIVERS. Any term of this Agreement may
be amended or terminated and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the holders of at
least 66% of the Registrable Shares held by all of the Stockholders. Any such
amendment, termination or waiver effected in accordance with this Section 4(f)
shall be binding on all parties hereto, even if they do not execute such
consent. No waivers of or exceptions to any term, condition or provision of this
Agreement, in any one or more instances, shall be deemed to be, or construed as,
a further or continuing waiver of any such term, condition or provision.

                  (g)   PRONOUNS. Whenever the context may require, any pronouns
used in this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural, and vice versa.

                  (h)   COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be
an original, and all of which together shall constitute one and the same
document. This Agreement may be executed by facsimile signatures.

                  (i)   SECTION HEADINGS. The section headings are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.



                                      -9-


      Executed as of the date first written above.

                              COMPANY

                              WEBHELP.COM INC.



                              By:________________________________
                                 Name:
                                 Title:





                              STOCKHOLDERS

                              EMANAGEMENT, LTD.



                              By:_________________________________
                                 Name:
                                 Title:





                              WH HOLDINGS, LTD.



                              By:__________________________________
                                 Name:
                                 Title: