NHANCEMENT TECHNOLOGIES INC.



                          SHELF REGISTRATION AGREEMENT



         THIS SHELF REGISTRATION AGREEMENT (the "Agreement") is entered into as

of the 31st day of October, 2000, by and between NHancement Technologies Inc., a

Delaware corporation (the "Company"), and the purchasers of the Company's Series

B Preferred Stock listed as the "Investors" on Exhibit A hereto (each an

"Investor" and collectively, the "Investors").



                                    RECITALS



         A. The Company and Investors have entered into a Series B Preferred

Stock Purchase Agreement (the "Purchase Agreement"), pursuant to which, the

Company will issue to the Investors, up to one hundred twenty thousand (120,000)

shares of the Company's Series B Preferred Stock (the "Series B Preferred

Stock"), which are convertible into shares of Common Stock of the Company (the

"Common Stock"). Capitalized terms used in this Agreement and not otherwise

defined herein have the same meanings that those terms have in the Purchase

Agreement.



         B. The Company agrees that all the Investors will have certain shelf

registration rights with respect to the shares of Common Stock that are issued

to them upon the conversion of their shares of the Series B Preferred Stock in

accordance with the terms of that certain Certificate of Designation with

respect to the Company's Series B Preferred Stock filed by the Company with the

Secretary of State of the State of Delaware on or about the date hereof (the

"Certificate of Designation").



         C. Exhibit A hereto lists (i) the persons who are Investors and (ii)

the number of shares of Common Stock that each Investor will receive upon

conversion of the shares of Series B Preferred Stock into shares of Common Stock

in accordance with the terms of the Certificate of Designation. Exhibit A will

be updated by the Company to reflect the current list of Investors and any

change in the conversion ratio with respect to the Series B Preferred Stock.



         NOW, THEREFORE, in consideration of the foregoing recitals and the

mutual promises hereinafter set forth, the parties hereto agree as follows:



1. Registration Rights.



         1.1 Certain Definitions.  For purposes of this Agreement:



                  (a) "1933 Act" means the Securities Act of 1933, as amended,

or any successor law.



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

amended, or any successor law.



                  (c) "Registration Statement" means a registration statement

filed with the SEC covering the resale of the Registrable Securities as provided

in this Agreement. The







                                       1

{PAGE}   2

Registration Statement will be filed on Form S-3. The terms "register,"

"registered," and "registration" refer to the registration effected upon the

effectiveness of the Registration Statement under the 1933 Act.



                  (d) "Registrable Securities" means: (i) the shares of Common

Stock that are issued to the Investors upon the conversion of the Series B

Preferred Stock; and (ii) any shares of Common Stock or any other security that

may be issued as a dividend or other distribution (including shares of Common

Stock issued in a subdivision and split of Company's outstanding Common Stock)

with respect to, or in exchange for or in replacement of, shares of Common Stock

described in clause (i) of this Section 1.1(e) or in this clause (ii); excluding

in all cases, however, any such shares that are: (w) sold under any registration

under the 1933 Act other than pursuant to the Registration Statement; (x) sold

by a person in a transaction in which rights under this Agreement are not

assigned in accordance with the terms of this Agreement; (y) sold pursuant to

the Registration Statement; or (z) sold pursuant to Rule 144 promulgated under

the 1933 Act. Except as provided in clause (ii) of the first sentence of this

Section 1.1(e), without limitation, the term "Registrable Securities" does not

include any shares of Common Stock held by the Investors that were not issued

pursuant the conversion of Series B Preferred Stock sold pursuant to the

Purchase Agreement.



                  (e) "Holder" means the Investor who is the original holder of

any Registrable Securities or any assignee of record of any Registrable

Securities to whom rights under this Agreement have been duly assigned in

accordance with the provisions of this Agreement.



                  (f) "SEC" or "Commission" means the Securities and Exchange

Commission.



                  (g) "Form S-3" means a Form S-3 registration statement under

the 1933 Act, as applicable, or any successor registration statement form under

the 1933 Act subsequently adopted by the SEC which permits registration as

provided herein.



                  (h) "Rule 415" means Rule 415 under the 1933 Act, as such rule

may be amended from time to time, or any similar rule or regulation hereafter

adopted by the SEC.



         1.2 Shelf Registration.



                  (a) Filing and Registration Period. As soon as practicable

after the date hereof, the Company shall prepare and file with the SEC the

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