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                          REGISTRATION RIGHTS AGREEMENT



         REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of April

___, 2001, by and among Interactive Telesis Inc., a Delaware corporation, with

headquarters located at 535 Encinitas Boulevard, Suite 116, Encinitas,

California 92024 (the "COMPANY"), the undersigned buyers (each, a "BUYER" and

collectively, the "BUYERS") and the Finders (as defined below).



         WHEREAS:



         A. In connection with the Series B Preferred Stock and Warrants

Purchase Agreement by and among the parties hereto of even date herewith (the

"SERIES B PURCHASE AGREEMENT"), the Company has agreed, upon the terms and

subject to the conditions of the Series B Purchase Agreement, to issue and sell

to the Buyers (i) shares of the Company's Series B Convertible Preferred Stock,

$0.001 par value per share (the "SERIES B PREFERRED STOCK"), convertible into

shares of the Company's Common Stock, $0.001 par value per share ("COMMON

STOCK") and (ii) warrants (the "WARRANTS") to purchase shares of Series B

Preferred Stock (the "WARRANT SHARES"), convertible into shares of Common Stock;



         B. In connection with the transactions contemplated under the

Securities Purchase Agreement, the Company has agreed to issue to each of Ira

Terk and Next Millennium Capital Holdings, LLC (each, a "FINDER" and

collectively, the "FINDERS"), as payment of a finders' fee, (i) shares of Common

Stock (the "FINDERS SHARES"), and (ii) warrants to purchase shares of Common

Stock (the "FINDERS WARRANTS"), as set forth on the Schedule of Investors

attached hereto.



         C. To induce the Buyers to execute and deliver the Series B Purchase

Agreement, the Company has agreed to provide certain registration rights under

the Securities Act of 1933, as amended, and the rules and regulations

thereunder, or any similar successor statute (collectively, the "1933 ACT"), and

applicable state securities laws.



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained herein and other good and valuable consideration, the

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

Finders and the Buyers hereby agree as follows:



         1.       DEFINITIONS.



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

following meanings:



                  a. "INVESTOR" means a Buyer or Finder, any transferee or

assignee thereof to whom a Buyer or Finder assigns its rights under this

Agreement and who agrees to become bound by the provisions of this Agreement in

accordance with Section 9 and any transferee or



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assignee thereof to whom a transferee or assignee assigns its rights under

this Agreement and who agrees to become bound by the provisions of this

Agreement in accordance with Section 9.



                  b. "PERSON" means a corporation, a limited liability company,

an association, a partnership, an organization, a business, an individual, a

governmental or political subdivision thereof or a governmental agency.



                  c. "REGISTER," "REGISTERED," and "REGISTRATION" refer to a

registration effected by preparing and filing one or more Registration

Statements (as defined below) in compliance with the 1933 Act and pursuant to

Rule 415 under the 1933 Act or any successor rule providing for offering

securities on a continuous basis ("RULE 415"), and the declaration or ordering

of effectiveness of such Registration Statement(s) by the United States

Securities and Exchange Commission (the "SEC").



                  d. "REGISTRABLE SECURITIES" means (i) the Finders Shares, the

Common Stock issued or issuable upon exercise of the Finders Warrants, the

Common Stock issued or issuable pursuant to the Series B Purchase Agreement,

including the Common Stock issued or issuable upon conversion of the Series B

Preferred Stock (including the Warrant Shares issued or issuable on exercise of

the Warrants) and (ii) any shares of capital stock issued or issuable with

respect to Registrable Securities, Series B Preferred Stock (including the

Warrant Shares issued or issuable on exercise of the Warrants), Finders Warrants

or Warrants as a result of any stock split, stock dividend, recapitalization,

anti-dilution adjustment, exchange or similar event or otherwise, without regard

to any limitation on exercise or conversion of the Series B Preferred Stock

(including the Warrant Shares issued or issuable on exercise of the Warrants),

Finders Warrants or Warrants.



                  e. "REGISTRATION STATEMENT" means a registration statement or

registration statements of the Company filed under the 1933 Act.



         2. REGISTRATION.



                  a. DEMAND REGISTRATIONS. Subject to the terms of this Section

2.a and Section 5, at any time after the date hereof, after receipt of a written

request (the "INVESTOR REQUEST") from the holders of Registrable Securities

requesting that the Company effect a registration under the Securities Act

covering at least 40% of the Registrable Securities then outstanding, and

specifying the intended method of disposition thereof, the Company shall

promptly notify all Investors in writing of the receipt of such request and each

such Investor may elect (by written notice sent to the Company within ten (10)

business days from the date of such Investor's receipt of the aforementioned

notice from the Company) to have Registrable Securities included in such

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