REGISTRATION RIGHTS AGREEMENT



     REGISTRATION RIGHTS AGREEMENT dated as of September 8, 2000 (the

"Agreement"), among, CYBERIAN OUTPOST, INC. a Delaware corporation (the

"Parent"), Jeffrey Harrow, Michael Mufson and David Robkin (the "Stockholders'

Committee"), and those persons listed on Schedule I attached hereto who or which

are or become signatories hereto.



     WHEREAS, on the date hereof, pursuant to the terms of an Agreement and Plan

of Reorganization (the "Reorganization Agreement") dated as of September 6,

2000, among Parent, Sydney Acquisition Sub, Inc., a Delaware corporation and

wholly-owned subsidiary of Parent (the "Acquisition Sub"), CMPEXPRESS.COM, INC.,

a Pennsylvania corporation (the "Company") and the other parties thereto,

providing for, among other things, the merger of Acquisition Sub with and into

the Company (the "Merger"), with the Company surviving the Merger as a wholly-

owned subsidiary of Parent, and the Stockholders of the Company receiving shares

of common stock, $0.01 par value, of Parent ("Common Stock") in exchange for

shares of capital stock of the Company, all in the manner set forth in and upon

the terms and subject to the conditions set forth in the Reorganization

Agreement.



     All capitalized terms used but not defined herein shall have the meanings

ascribed thereto in the Reorganization Agreement.



     WHEREAS, pursuant to the terms of the Reorganization Agreement, the

Stockholders (the "Parent Stockholders" as defined below) have acquired certain

shares of Parent's Common Stock (the "Shares"); and



     WHEREAS, the Shares are "restricted securities" within the meaning of the

Securities Act (as defined below); and



     WHEREAS, subject to the terms of the Reorganization Agreement, the Parent

Stockholders desire to be able to transfer the Shares from time to time by

making offers and sales of such stock; and



     WHEREAS, Parent is willing to accommodate the Parent Stockholders' desire

to sell the  Shares from time to time by causing the Shares to be registered for

resale from time to time on the terms and subject to the conditions set forth

herein.



     NOW, THEREFORE, in consideration of the Reorganization Agreement and for

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto, intending to be legally bound, hereby

agree as follows:



1.      Definitions.

        -----------



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

meanings:



     (a) "Commission" shall mean the Securities and Exchange Commission or any

other Federal agency at the time administering the Securities Act.



     (b) "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, or any successor Federal statute, and the rules and regulations of the

Commission promulgated thereunder, all as the same shall be in effect from time

to time.



     (c) "NASD" shall mean the National Association of Securities Dealers, Inc.



     (d) "Parent Stockholders" shall mean all shareholders of the Company who

are receiving Shares in the Merger pursuant to the Reorganization Agreement and

who or which execute and deliver a counterpart signature page to this Agreement.



     (e) "Public Offering" shall mean a public offering of shares of Common

Stock of Parent registered pursuant to the Securities Act.



     (f) "Registrable Shares" shall mean Shares received by Parent Stockholders

in the Merger including Shares received pursuant to the exercise of options

received by a Parent Stockholder in the Merger, and any securities of Parent

that may be issued or distributed with respect to, or in exchange or

substitution for, or conversion of, such Shares and such other securities issued

or issuable with respect to such securities pursuant to a stock dividend, stock

split or other distribution, merger, consolidation, recapitalization or

reclassification or otherwise.



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     (g) "Reorganization Agreement" shall be deemed to mean and include the

Reorganization Agreement and any agreement of merger executed and delivered in

connection therewith.



     (h) "Rule 144" shall mean Rule 144 promulgated under the Securities Act or

any successor or complementary rule thereto.



     (i) "Securities Act" shall mean the Securities Act of 1933, as amended, or

any successor Federal statute, and the rules and regulations of the Commission

promulgated thereunder, all as the same shall be in effect from time to time.



     (j) "Shares" shall mean shares of Parent's Common Stock.



2.   Registration.

     ------------



     (a) Subject to the terms and conditions of this Agreement, Parent agrees to

prepare and file with the Commission as soon as reasonably practicable after the

date hereof, but, assuming the Parent Stockholders timely provide information

requested of them, in no event later than sixty (60) days after the date hereof,

a registration statement on Form S-3 (or any successor form promulgated by the

Commission) (the "Registration Statement") with respect to all of the

Registrable Shares.  The Registration Statement will permit delayed or

continuous offerings pursuant to Rule 415 under the Securities Act.  Parent

agrees to use its reasonable best efforts to have the Registration Statement

declared effective as soon as practicable after such filing, but in no event

later than one hundred twenty (120) days after the date hereof.  Parent shall

keep effective the Registration Statement for a period of not less than twenty-

four (24) months, as extended by any period of time during which the

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