REGISTRATION RIGHTS AGREEMENT





     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of

February 18, 2000 by and among e-centives, Inc. (the "Company") and each holder

of "Series C Preferred Stock" (as that term is defined below) listed on Schedule

1 attached hereto (each a "Series C Holder"; collectively, the "Series C

Holders"). The Series C Holders, together with their respective successors and

assigns, are sometimes hereinafter referred to collectively as the "Investors"

and individually as an "Investor." The Investors and any other persons or

entities (except the Company) becoming a party hereto or being bound by the

provisions hereof are hereinafter sometimes referred to collectively as

"Stockholders" or individually as a "Stockholder."



                                    RECITALS



     A. The Company and the Investors are parties to a Series C Convertible

Preferred Stock Purchase Agreement dated as of February 18, 2000 (the "Purchase

Agreement"). A condition precedent to the obligations of the Company and the

Investors under the Purchase Agreement is the execution and delivery by the

parties hereto of this Agreement;



     B. On the date hereof, each Investor is purchasing that number of shares of

the Company's Series C Convertible Preferred Stock, par value $.01 per share

(the "Series C Preferred Stock"), as is set forth opposite such Investor's name

in Schedule 1 attached hereto; and



     C. The Company and the Investors wish to enter into this Agreement in order

to provide the Investors with certain registration rights with respect to the

Company's "Capital Stock" (as that term is defined below).



     NOW, THEREFORE, in consideration of these premises and mutual agreements,

covenants and provisions herein contained, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto, intending to be legally bound, agree as follows:



                                    ARTICLE I

                                   DEFINITIONS



     Section 1.1 Definitions.



     The following definitions shall be applicable to the terms set forth below

as used in this Agreement:



          "Affiliate." The term "Affiliate" means, with respect to any Person,

any other Person which directly, or indirectly through one or more

intermediaries, controls, is controlled by or is under common control with such

Person.



          "Board." The term "Board" shall mean the Board of Directors of the

Company.





<PAGE>   2





          "Capital Stock." The term "Capital Stock" means the capital stock of

the Company, including, without limitation, the Common Stock, the Series A

Preferred Stock, the Series B Preferred Stock, and the Series C Preferred

Stock.



          "Commission." The term "Commission" shall mean the Securities and

Exchange Commission or any other federal agency at the time administering the

federal securities laws.



          "Common Stock." The term "Common Stock" shall mean the common stock of

the Company, par value $.01 per share.



          "Company's Notice." The term "Company's Notice" shall have the meaning

set forth in Section 2.3 hereof.



          "Conversion Shares." The term "Conversion Shares" shall mean any

shares of Common Stock issued or issuable upon conversion of shares of a

particular series of Preferred Stock.



          "Initiating Holders." The term "Initiating Holders" shall mean the

holders of Registrable Stock initially requesting registration of Registrable

Stock pursuant to Section 2.1(c) of this Agreement.



          "Long-Form Registration Statement." The term "Long-Form Registration

Statement" shall mean a registration statement on Form S-1, Form S-2 or any

similar form of registration statement adopted by the Commission from and after

the date hereof.



          "Permitted Transferee." The term "Permitted Transferee" shall mean,

with respect to any Investor, (i) any other Investor; (ii) any Affiliate of any

Investor; (iii) any spouse, child and grandchild of an Investor, or a trust for

the benefit of any one or more members of such person; or (iv) any shareholder

or partner of any non-natural Investor upon a pro rata distribution by a

partnership or limited liability company to its partners or members or otherwise

upon the dissolution or liquidation of the non-natural Investor.



          "Person." The term "Person" shall mean any individual, firm,

corporation, partnership, limited liability company, trust, joint venture,

governmental authority or other entity, and shall include any successor (by

merger or otherwise) of such entity.



          "Preferred Stock." The term "Preferred Stock" shall mean,

collectively, the Series A Preferred Stock, the Series B Preferred Stock, and

the Series C Preferred Stock.



          "Qualified Initial Public Offering" or "QIPO." The term "Qualified

Initial Public Offering" or "QIPO" shall mean a public offering of the Common

Stock (other than a registration relating either to the sale of securities to

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