REGISTRATION RIGHTS AGREEMENT



         This Registration Rights Agreement (this "AGREEMENT") is made and

entered into as of December 20, 2004, by and among Interchange Corporation, a

Delaware corporation (the "COMPANY"), and the investors signatory hereto (each a

"INVESTOR" and collectively, the "INVESTORS").



         This Agreement is made pursuant to the Securities Purchase Agreement,

dated as of the date hereof among the Company and the Investors (the "PURCHASE

AGREEMENT").



         The Company and the Investors hereby agree as follows:



         1. Definitions. Capitalized terms used and not otherwise defined herein

that are defined in the Purchase Agreement will have the meanings given such

terms in the Purchase Agreement. As used in this Agreement, the following terms

have the respective meanings set forth in this Section 1:



                  "ADVICE" has the meaning set forth in Section 6(d).



                  "EFFECTIVE DATE" means, as to a Registration Statement, the

date on which such Registration Statement is first declared effective by the

Commission.



                  "EFFECTIVENESS DATE" means (a) with respect to the initial

Registration Statement required to be filed under Section 2(a), the earlier of:

(a)(i) the 120th day following the Closing Date, and (ii) the fifth Trading Day

following the date on which the Company is notified by the Commission that the

initial Registration Statement will not be reviewed or is no longer subject to

further review and comments; (b) with respect to any additional Registration

Statements that may be required pursuant to Section 2(b), the earlier of (i) the

120th day following (x) if such Registration Statement is required because the

Commission shall have notified the Company in writing that certain Registrable

Securities were not eligible for inclusion on a previously filed Registration

Statement, the date or time on which the Commission shall indicate as being the

first date or time that such Registrable Securities may then be included in a

Registration Statement, or (y) if such Registration Statement is required for a

reason other than as described in (x) above, the date on which the Company first

knows, or reasonably should have known, that such additional Registration

Statement(s) is required, and (ii) the fifth Trading Day following the date on

which the Company is notified by the Commission that such additional

Registration Statement will not be reviewed or is no longer subject to further

review and comments; and (c) with respect to a Registration Statement required

to be filed under Section 2(c), the earlier of: (c)(i) the 90th day following

the date on which the Company becomes eligible to utilize Form S-3 to register

the resale of Common Stock, and (ii) the fifth Trading Day following the date on

which the Company is notified by the Commission that the initial Registration

Statement will not be reviewed or is no longer subject to further review and

comments.



                  "EFFECTIVENESS PERIOD" has the meaning set forth in Section

2(a).



                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as

amended.



                                       B-1

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                  "FILING DATE" means (a) with respect to the initial

Registration Statement required to be filed under Section 2(a), the 30th day

following the Closing Date; (b) with respect to any additional Registration

Statements that may be required pursuant to Section 2(b), the 30th day following

(x) if such Registration Statement is required because the Commission shall have

notified the Company in writing that certain Registrable Securities were not

eligible for inclusion on a previously filed Registration Statement, the date or

time on which the Commission shall indicate as being the first date or time that

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