Objectsoft Corp Watch

from S-8 ~1 page Indenture or similar

from S-8 ~5 pages Indenture or similar

from S-8 ~5 pages Indenture or similar

from S-3 ~10 pages Warrant Between Objectsoft and Moonlight Holdings

from S-3 ~5 pages Form of Warrant - Maria Andrews

from S-3 ~5 pages Form Warrant - George J. Febish

from 8-K ~10 pages 4.4 Registration Rights Agreement

from 8-K ~50 pages 4.2 Certificate of Designations, as Amended

from 8-K ~50 pages 4.1 Convertible Preferred Stock Purchase Agreement

from S-3 ~10 pages Indenture or similar

from S-3 ~10 pages Warrant and Warrant Agreement

from S-3 ~20 pages Registrations Rights Agreement

from S-3 ~10 pages Common Stock Purchase Agreement

from S-3 ~10 pages Warrant Certificate

from S-3 ~20 pages Registration Rights Agreement

from S-3 ~20 pages Common Stock Purchase Agreement

from S-3/A 1 page Objectsoft Corporation Continental Plaza III 433 Hackensack Avenue Hackensack, New Jersey 07601 January 14, 2000 Headwaters Capital 220 Montgomery Street Suite 500 San Fransisco, Ca 94104 Attention: Tim Keating Hsbc James Capel Canada, Inc. 66 Wellington Street Toronto-Dominion Bank Tower Toronto-Dominion Centre, Suite 530 Box 67 Toronto Ontario M5k 1e7 Attention: Isser Elishis Settondown Capital International, Ltd. Charlotte House, Charlotte Street P.O. Box N. 9204 Nassau, Bahamas Dear Sir or Madam This Letter Records Our Agreement That, Notwithstanding the Terms of the Registration Rights Agreement Among the Investors Referred to Therein, Settondown Capital International, Ltd. and Objectsoft Corporation ("Objectsoft"), Dated as of March 17, 1999, Objectsoft Will Not Register Under the Securities Act of 1933, as Amended, Register or Qualify Under Any State Securities Laws the Shares of Common Stock of Headwaters Capital, Hsbc James Capel Canada, Inc. and Settondown Capital International, Ltd. Issuable Upon Exercise of Warrants Issued in the Series E Private Placement. <page> Please Sign the Enclosed Copy of This Letter in the Space Below and Return It to Me at Your Earliest Convenience. Yours Sincerely, /S/ David E.Y. Sarna David E.Y. Sarna Agreed to and Accepted By: Headwaters Capital By: /S/ Jonathon Ungar Name: Jonathon Ungar Title: Member Agreed to and Accepted By: Hsbc James Capel Canada, Inc. By: /S/ Stephen Rider Name: Stephen Rider Title: Executive Vice President and Managing Director Agreed to and Accepted By: Settondown Capital International, Ltd. By: /S/ Anthony L.M. Inder Reiden Name: Anthony L.M. Inder Reiden Title: Director

from S-3/A 1 page Objectsoft Corporation Continental Plaza III 433 Hackensack Avenue Hackensack, New Jersey 07601 January 14, 2000 Headwaters Capital 220 Montgomery Street Suite 500 San Fransisco, Ca 94104 Attention: Tim Keating Hsbc James Capel Canada, Inc. 66 Wellington Street Toronto-Dominion Bank Tower Toronto-Dominion Centre, Suite 530 Box 67 Toronto Ontario M5k 1e7 Attention: Isser Elishis Settondown Capital International, Ltd. Charlotte House, Charlotte Street P.O. Box N. 9204 Nassau, Bahamas Dear Sir or Madam This Letter Records Our Agreement That, Notwithstanding the Terms of the Registration Rights Agreement Among the Investors Referred to Therein, Settondown Capital International, Ltd. and Objectsoft Corporation ("Objectsoft"), Dated as of March 17, 1999, Objectsoft Will Not Register Under the Securities Act of 1933, as Amended, Register or Qualify Under Any State Securities Laws the Shares of Common Stock of Headwaters Capital, Hsbc James Capel Canada, Inc. and Settondown Capital International, Ltd. Issuable Upon Exercise of Warrants Issued in the Series E Private Placement. <page> Please Sign the Enclosed Copy of This Letter in the Space Below and Return It to Me at Your Earliest Convenience. Yours Sincerely, /S/ David E.Y. Sarna David E.Y. Sarna Agreed to and Accepted By: Headwaters Capital By: /S/ Jonathon Ungar Name: Jonathon Ungar Title: Member Agreed to and Accepted By: Hsbc James Capel Canada, Inc. By: /S/ Stephen Rider Name: Stephen Rider Title: Executive Vice President and Managing Director Agreed to and Accepted By: Settondown Capital International, Ltd. By: /S/ Anthony L.M. Inder Reiden Name: Anthony L.M. Inder Reiden Title: Director

from S-3/A ~5 pages Amendment to Series E Subscription Agreement

from 8-K ~10 pages Registration Rights Agreement