Common use of Registration Under Securities Act of 1933 Clause in Contracts

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time and from time to time during the Exercise Periodperiod commencing on the closing of a Qualified IPO and ending on June 7, 2007, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time Board of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) Directors of the total number of Warrant Shares, and (b) Company shall authorize the Company has not theretofore included within the coverage filing of a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement filed by the Company with the Securities and Exchange Commission ("CommissionStatement") under the Securities Act of 1933, as amended 1933 (the "Act")) (other than a registration statement on Form S-4, Form S-8 or other form which Registration Statement has been declared effective does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by the Commission, at least fifty percent (50%) of the Warrant Sharesit, the Company will (i) promptly shall prepare notify the Holder and file with each of the Commission a Holders, if any, of other Warrants and/or Warrant Shares not previously sold pursuant to this Section 6 that such Subsequent Registration Statement under the Act covering all of will be filed and that the Warrant Shares theretofore issued and which thereafter are then held, and/or which may be issuable acquired upon the exercise of Warrants (providedthe Warrants, that by the audited financial statements to Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement shall be Statement, (ii) upon the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the written request for registration is received within three (3) months prior to the commencement of a fiscal year Holder made within 15 days after the giving of such notice by the Company, include in the Company may delay the preparation and filing of securities covered by such Subsequent Registration Statement for a period of not more than ninety all Warrant Shares which it has been so requested to include, (90iii) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as necessary for the Holder shall receive from counsel for and such Holders to effect the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, proposed sale or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementother disposition.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod beginning on the Commencement Date and ending on the third anniversary of the date the Warrants are exercised in full, the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 50% of the Warrants and/or Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5 shall request that the Company file, under the Securities Act of 1933 (the "Act"), a registration statement under the Act covering not less than 50% of the Warrant Shares issued or issuable upon the exercise of all of the Warrants and not so previously sold, the Company receives a written request from will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the Warrant Shares which are than held, and/or may be acquired upon exercise of the Warrants by the Holder (whether or not the Holder theretofore shall have exercised this Warrant and such Holders, will be included in whole or in part), and provided that (a) such registration statement at the time of Holder's and such request the Holder is the owner ofHolders' request, and/or has the right pursuant (ii) cause such registration statement to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement be filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), soon as possible following such request and to cover all Warrant Shares which Registration Statement it has been declared so requested to include, (iii) use its best efforts to cause such registration statement to become effective by as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any government authority for the Commissionperiod necessary for such Holder to effect the proposed sale or other disposition. The Company shall be required to effect a registration or qualification pursuant to this Subsection 5(a) on one occasion only, at least fifty percent (50%it being agreed that a registration pursuant to this Subsection 5(a) shall not be deemed to have been effected unless a registration statement with respect thereto has become effective; PROVIDED THAT if such registration statement failed to become effective as a result of the Warrant Sharesdecision of the Holder not to consummate, or the failure of the Holder to satisfy the conditions to, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all sale of the Warrant Shares theretofore issued and which thereafter may be issuable upon pursuant to such registration statement, the exercise of Warrants (provided, that Company shall have no further obligation to effect a registration pursuant to this Section 5(a). Notwithstanding the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, thatforegoing, if the Holder exercises its right to request for that a registration is received within three (3statement be filed pursuant to this Subsection 5(a) months prior to at a time when the commencement Company in good faith as evidenced by a Board resolution believes that a public offering of Common Stock would materially impair a fiscal year pending financing or other material transaction of the Company, the Company may delay shall have the preparation and right to defer filing of such a Registration Statement hereunder for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementexceed 90 days.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on the date hereof and ending on the Termination Date, the Company receives a written request from Holder and/or the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), Holders of any other Warrants and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has which have not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has previously been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement registered under the Act covering all or which are not freely transferable without registration under the Act due to the lapse of time or otherwise and who or which shall hold greater than 50% of the Warrant Shares theretofore issued and which thereafter may be or is issuable upon the exercise of Warrants (providedthe Warrants, shall request that the audited financial statements to Company file a registration statement under the Act covering not less than 50% of the shares of the Warrant Shares issued or issuable upon the exercise of the Warrants, the Company will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such holders will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such holders' request, (the "Exchange Act")ii) cause such registration statement to cover all such Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all such Common Stock which it has been so requested to include in such registration statement to be available sold or otherwise disposed of, and will use its best efforts to maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale of Warrant Shares from time to time during other disposition; provided, however, that such period by and the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on period during which the Common Stock Company is then listed. The right required to demand keep the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under registration statement effective in connection with this Section 5.1 5(a) shall expire and terminate at not exceed the earlier of (aA) such time as the Holder shall receive 120 days from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of effectiveness of such opinion, any portion registration statement under the Act and (B) the date upon which the Holders have completed the sale or other disposition of the Warrant Shares then held and/or purchasable upon the exercise of Shares. The Company shall be required to effect a registration or qualification pursuant to this Warrant by the Holder, or (bSubsection 5(a) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementon one occasion only.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on [_________,1999] and ending on [_________,2004], the Company receives a written request from (i) the Holder (whether and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold, collectively, not less than 50% of the Holder theretofore shall have exercised this Warrants and/or Warrant in whole or in part), Shares outstanding at such time and provided that (a) at the time of such request the Holder is the owner of, and/or has the right not previously sold pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) Section 5 shall request that the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (covering not less than 50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all % of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants, and not so previously sold, the Company will (i) promptly notify each Holder of the Warrants (provided, and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holders' request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such registration statement to be available sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listedother disposition. The right Company shall be required to demand the filing of effect a Registration Statement registration or qualification pursuant to this subsection 5.1 Section 5(a) on one occasion only and shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate required to effect such registration only at the earlier of (a) such time as the Holder shall receive from counsel Company is eligible to use Form S-3 (or any successor form) for the resale of shares by persons other than the Company. The Company a written opinion of agrees to exercise its best efforts to obtain eligibility to use Form S-3 at the earliest possible time, and to maintain such counsel that eligibility through the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise term of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration StatementWarrant.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during or times six months following the Exercise Periodeffective date of an initial public offering of securities of the Company to the general public covered by a registration statement under the Securities Act of 1983 (the "Act") the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 35% of the Warrants and/or Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5 shall request that the Company file, under the Act, a registration statement under the Act covering not less than 35% of the Warrant Shares issued or Issuable upon the exercise of the Warrants and not so previously sold, the Company receives a written request from will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not go previously sold that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder (whether or not the Holder theretofore shall have exercised this Warrant and such Holders, will be included in whole or in part), and provided that (a) such registration statement at the time of Holder's and such. Holders' request, (ii) cause such request the Holder is the owner of, and/or has the right pursuant registration statement to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement be filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act within thirty days of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare such request and file with the Commission a Registration Statement under the Act covering to cover all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants it had been so requested to include, (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such registration statement to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listedother disposition. The right Company shall be required to demand the filing of effect a Registration Statement registration or qualification pursuant to this subsection 5.1 shall be exercisable Subsection 5(a) on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement.

Registration Under Securities Act of 1933. 5.1 Subject (a) The Company agrees that if, on one occasion during the period commencing on September 1, 1994, and ending on the earlier to occur of the terms second anniversary of the exercise of this Warrant or September 1, 2000, the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold, in the aggregate, not less than 50% of the sum of (i) the number of Warrant Shares subject to then outstanding Warrants and (ii) Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5, if, at any time during the Exercise Period, request that the Company receives file a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all or any of the Warrant Shares theretofore issued (but not less than 75,000 Warrant Shares) the Company will (i) promptly notify the Holder and all other registered Holders, if any, of other Warrant and/or Warrant Shares that such registration statement will be filed and that the Warrant Shares which thereafter are then held, and/or which may be issuable acquired upon the exercise of Warrants (providedWarrants, that by the audited financial statements to Holder and such Holders will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holders' request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect until such time as an amendment is required to be filed pursuant to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements provisions of Section 10 10(a)(3) of the Act, provided, however, that if such registration statement is on a registration form that may be kept current be means of incorporating by reference periodic reports filed by the Company under Section 13 of the Securities Exchange Act of 1934, two years from the effective date of such registration statement, and (iv) and shall subject to Subsection 5(c) below use its best efforts to take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such registration statement to be available sold or otherwise disposed of and (c) subject to Subsection 5(a)(iii), use its best efforts to maintain such compliance with each such Federal and state law and regulation of any governmental authority for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as necessary for the Holder shall receive from counsel for and such Holders to effect the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, proposed sale or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementother disposition.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on _________, 1998 and ending on _________, 2002, the Company receives a written request from Holders of any Warrants and Warrant Shares who or which shall hold, collectively, more than 50% of the Holder (whether or Warrants and Warrant Shares outstanding at such time and not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right previously sold pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) Section 5 shall request that the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (covering more than 50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all % of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants, and not so previously sold, the Company will (i) promptly notify each Holder of the Warrants (provided, and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, or which may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such Registration Statement shall registration statement at the Holder's and such Holders' request, (ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act")sold or otherwise disposed of, and provided furtherwill maintain such compliance with each such federal and state law and regulation of any governmental authority for the period, thatnot to exceed twelve months, necessary for such Holders to effect the proposed sale or other disposition; provided, however, if the any request for registration to register Warrant Shares pursuant to this Section 5.1 is received made within three ninety (390) months prior to the commencement days after effectiveness of a fiscal year registration statement of the CompanyCompany pursuant to which the Company has offered Common Stock, the Company may delay such request and may treat such request as if made on the preparation and filing ninetieth (90th) day after such registration statement's date of effectiveness by providing notice of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect delay to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listedrequesting Holders. The right Company shall be required to demand the filing of effect a Registration Statement registration or qualification pursuant to this subsection 5.1 shall be exercisable Section 5(a) on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on , 1998 and ending on , 2002, the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 25% of the Warrants and/or Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5 shall request that the Company file, under the Securities Act of 1933 (the "ACT"), a registration statement under the Act covering not less than 25% of the Warrant Shares issued or issuable upon the exercise of the Warrants and not so previously sold, the Company receives a written request from will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder (whether or not the Holder theretofore shall have exercised this Warrant and such Holders, will be included in whole or in part), and provided that (a) such registration statement at the time of Holder's and such request the Holder is the owner ofHolders' request, and/or has the right pursuant (ii) cause such registration statement to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement be filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act within thirty days of 1933, as amended (the "Act"), such request and to cover all Warrant Shares which Registration Statement it has been declared effective by the Commissionso requested to include, at least fifty percent (50%iii) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such registration statement to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listedother disposition. The right Company shall be required to demand the filing of effect a Registration Statement registration or qualification pursuant to this subsection 5.1 shall be exercisable Subsection 5(a) on one (1) occasion only. The Holder's rights Notwithstanding the foregoing, the Company need not include any Warrant Shares owned by any Holder in any registration statement provided for under this Section 5.1 shall expire and terminate at Subsection 5(a) or notify any other Holder that a registration statement will be filed if in the earlier opinion of (a) such time as the Holder shall receive from counsel for the Company a written reasonably satisfactory to the Holder (which shall be deemed to include Xxxxxx, XxXxxxxxx & Fish, LLP), registration of such shares under the Act is not necessary for the Holder to dispose of all of such shares in the public market in compliance with the Act; provided that, in such case, the opinion of such counsel that shall be in writing addressed to the Holder has and shall be rendered within 20 days after the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by Company receives the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement's request for registration.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on October __, 1997, and ending on October __, 2001, the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold, as amended, not less than 50% of the Warrants and/or Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5 shall request that the Company file, under the Securities Act of 1933 (the "ACT"), a registration statement under the Act covering not less than 50% of the Warrant Shares issued or issuable upon the exercise of the Warrants and not so previously sold, the Company receives a written request from will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder (whether or not the Holder theretofore shall have exercised this Warrant and such Holders, will be included in whole or in part), and provided that (a) such registration statement at the time of Holder's and such request the Holder is the owner ofHolders' request, and/or has the right pursuant (ii) cause such registration statement to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement be filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act within forty-five days of 1933, as amended (the "Act"), such request and to cover all Warrant Shares which Registration Statement it has been declared effective by the Commissionso requested to include, at least fifty percent (50%iii) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action reasonably necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such registration statement to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the earlier of a period of 180 days or such other period necessary for such Holders to effect the proposed sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listedother disposition. The right Company shall be required to demand the filing of effect a Registration Statement registration or qualification pursuant to this subsection 5.1 shall be exercisable Subsection 5(a) on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on [_________,1998] and ending on [_________,2003], the Company receives a written request from (i) the Holder (whether and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold, collectively, not less than 50% of the Holder theretofore shall have exercised this Warrants and/or Warrant in whole or in part), Shares outstanding at such time and provided that (a) at the time of such request the Holder is the owner of, and/or has the right not previously sold pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) Section 5 shall request that the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (covering not less than 50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all % of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants, and not so previously sold, the Company will (i) promptly notify each Holder of the Warrants (provided, and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holders' request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such registration statement to be available sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listedother disposition. The right Company shall be required to demand the filing of effect a Registration Statement registration or qualification pursuant to this subsection 5.1 Section 5(a) on one occasion only and shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate required to effect such registration only at the earlier of (a) such time as the Holder shall receive from counsel Company is eligible to use Form S-3 (or any successor form) for the resale of shares by persons other than the Company. The Company a written opinion of agrees to exercise its best efforts to obtain eligibility to use Form S-3 at the earliest possible time, and to maintain such counsel that eligibility through the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise term of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration StatementWarrant.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company shall (x) prepare promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall (y) use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act); and (z) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company shall (x) prepare promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall ; (y) use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act); and (z) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, The Company agrees that if, at any time and, from time to time during the Exercise Periodperiod commencing on January 1, 1999 and ending on July 31, 2002, the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being sometimes hereinafter called a "Subsequent Registration Statement") under the Act (otherwise than pursuant to Section 5(a) hereof) in connection with the proposed offer of any of its securities by it or any of its shareholders, the Company receives a written request from will (i) promptly notify the Holder (whether or not and all other registered Holders, if any, of other Warrants and/or Warrant Shares that such Subsequent Registration Statement will be filed and that the Warrant Shares which are then held, and/or which may be acquired upon the exercise of the Warrants, by the Holder theretofore and such Holders will be included in such Subsequent Registration Statement at the Holder's and such Holders' request, (ii) cause such Subsequent Registration Statement to cover all Warrant Shares which it has been so requested to include, (iii) cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current and (iv) take all other actions necessary under any federal or state law or regulation of any governmental authority to permit Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be sold or otherwise disposed of and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale or other disposition. Whenever the Company is required pursuant to the provisions of this Section 5 to include Warrant Shares in a registration statement, the Company shall (i) furnish each Holder of any such Warrant Shares and each underwriter of such Warrant Shares with such copies of the prospectus, including the preliminary prospectus, conforming to the Act (and such other documents as each such Holder or each such underwriter may reasonably request) in order to facilitate the sale or distribution of the Warrant Shares, (ii) use its best efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions as the Holders of any such Warrant Shares and each underwriter of Warrant Shares being sold by such Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holders shall have exercised this reasonably requested that the Warrant Shares be sold. The Company shall pay all expenses incurred in whole connection with any registration or in partother action pursuant to the provisions of Section 5(a) and 5(b) above, other than underwriting discounts and applicable transfer taxes relating to the Warrant Shares. The market price of Common Stock shall mean the price of a share of Common Stock on the relevant date, determined on the basis of the last reported sale price of the Common Stock as reported on the NASDAQ National Market System ("NASDAQ"), or, if there is no such reported sale on the day in question, on the basis of the average of the closing bid and provided asked quotations as so reported, or, if the Common Stock is not listed on NASDAQ, the last reported sale price of the Common Stock on such other national securities exchange upon which the Common Stock is listed, or, if the Common Stock is not listed on any national securities exchange, on the basis of the average of the closing bid and asked quotations on the day in question in the over-the-counter market as reported by the National Association of Securities Dealers' Automated Quotations System, or, if not so quoted, as reported by National Quotation Bureau, Incorporated or a similar organization. The Company agrees that (a) if, at any two times during the time of such request period commencing on January 1, 1999 and ending on December 31, 2001, the Holder is and/or the owner of, Holders of any other Warrants and/or has Warrant Shares who or which shall hold not less than 50% of the right Warrants and/or Warrant Shares outstanding at such time and not previously sold pursuant to this Warrant to purchaseSection 5, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) request that the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended 1933 (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) covering all or any of the Warrant Shares, the Company will (i) promptly shall prepare notify the Holder and file with the Commission a Registration Statement under the Act covering all other registered holders, if any, of the Warrant and/or Warrant Shares theretofore issued that such registration statement will be filed and that the Warrant Shares which thereafter are then held, and/or which may be issuable acquired upon the exercise of Warrants (providedWarrants, that by the audited financial statements to Holder and such Holders will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holder's request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one and (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulations of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such registration statement to be available sold or otherwise disposed of and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listedother disposition. The right to demand the filing of a Registration Statement Holders shall pay all expenses incurred in connection with any registration or other action pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise provisions of this Warrant by the HolderSection, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementincluding without limitation accountants and attorneys fees.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on February 13,1993 and ending on February 13, 1997, the Company receives a written request from Holder and/or the Holder (whether Holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 50% of the Holder theretofore shall have exercised this Warrants and/or Warrant in whole or in part), Shares outstanding at such time and provided that (a) at the time of such request the Holder is the owner of, and/or has the right not previously sold pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) Section 5 shall request that the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") file, under the Securities Act of 1933, as amended 1933 (the "Act"), which a post-effective amendment to the Registration Statement has been declared (File Number 33-44959) (the "Original Registration Statement") or if a post-effective by amendment to the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Original Registration Statement is not available, a registration statement under the Act covering all not less than 50% of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants and not so previously sold, the Company will (provided, i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such Holders will be included in such Registration Statement shall be post-effective amendment or registration statement at the yearHolder's and such Holders' request, (ii) cause such post-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 effective amendment or registration statement to cover all Warrant Shares which it has been so requested to include, (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement post-effective amendment or registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such post-effective amendment or registration statement to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale or other disposition, but in no event greater than one year from the effective date of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listedregistration statement. The right Company shall be required to demand the filing of effect a Registration Statement registration or qualification pursuant to this subsection 5.1 shall be exercisable Subsection 5(a) on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement.

Registration Under Securities Act of 1933. 5.1 Subject (a) If the Holders of the Warrants and holders of the Warrant Shares have not been previously offered the opportunity, pursuant to Section 5(b) hereof, to include all of such securities in a registration statement which was subsequently declared effective, the terms of this Section 5, Company agrees that if, at any time during the Exercise Period, (i) the Holders of any Warrants and Warrant Shares who or which shall hold, collectively, not less than 50% of the Warrants and/or Warrant Shares outstanding at such time shall request that the Company receives file a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (covering more than 50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all % of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants, the Company will (i) promptly notify each Holder of the Warrants (provided, and each holder of Warrant Shares that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, or may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holders' request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such registration statement to be available sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period, but in no event to exceed nine months, necessary for such Holders to effect the proposed sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listedother disposition. The right Company shall be required to demand the filing of effect a Registration Statement registration or qualification pursuant to this subsection 5.1 shall be exercisable Section 5(a) on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on [one year from the effective date], 1997 and ending on [five years from the effective date], 2001, the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 50% of the Warrants and/or Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5 shall request that the Company file, under the Act, a registration statement under the Act covering not less than 50% of the Warrant Shares issued or issuable upon the exercise of the Warrants and not so previously sold, the Company receives a written request from will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder (whether or not the Holder theretofore shall have exercised this Warrant and such Holders, will be included in whole or in part), and provided that (a) such registration statement at the time of Holder's and such request the Holder is the owner ofHolders' request, and/or has the right pursuant (ii) cause such registration statement to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement be filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act within thirty days of 1933, as amended (the "Act"), such request and to cover all Warrant Shares which Registration Statement it has been declared effective by the Commissionso requested to include, at least fifty percent (50%iii) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement registration statement to become effective as soon as practicable, and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such registration statement to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale or other disposition, provided that the Company shall not be required to maintain the registration statement in effect for a period in excess of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listednine months. The right Company shall be required to demand the filing of effect a Registration Statement registration or qualification pursuant to this subsection 5.1 shall be exercisable Subsection 5(a) on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement.