Common use of Demand Registration Clause in Contracts

Demand Registration. (1) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterdate, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) SECTION 7.1 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter _______________ and HoldersHolder, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Holder and any other holders Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) SECTION 7.2 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under SECTION 7.1 and subsection (a) of this Section (i) SECTION 7.2, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafterfrom the effective date, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; , provided, however, that the provisions of Section (i)(2SECTION 7.3(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in SECTION 7.3(a) hereof pursuant to the written notice specified in SECTION 7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to SECTION 7.2(a) or (y) the expiration of the period specified in SECTION 7.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in SECTION 7.3(a) or (ii) the delivery of the written notice of election specified in this SECTION 7.2(d). The Company shall have no obligation to exercise the option that may be granted pursuant to the terms of this paragraph (d) of SECTION 7.2 hereof.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriter's Warrant, or the Majority in interest of the Underwriter's Securities (assuming the exercise of all of the WarrantsUnderwriter's Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form ▇▇-▇, ▇-▇ or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriter's Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriter=s Warrant and/or Warrant the Underwriter's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriter's Warrant may demand registration prior to exercising the Underwriter's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriter's Warrant and the Warrant Underwriter's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriter's Warrant or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriter's Warrant or Underwriter's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one year from after the effective date Closing Date of the registration statement public offering hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Initial Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Warrants, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form SB-2 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Underwriters' Securities by such Holders and any other holders Holders of the Underwriters' Warrants and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from described in Section 7(b)(2). The Holders of the Company of such requestUnderwriters' Warrants may demand registration without exercising the Underwriters' Warrants, and are never required to exercise same. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Underwriters' Securities within ten (10) business days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriters' Warrants or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters' Warrants or Underwriters' Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock and per Redeemable Warrant on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriter's Warrant, or the Majority in interest of the Underwriter's Securities (assuming the exercise of all of the WarrantsUnderwriter's Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form ▇▇-▇, ▇-▇ or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriter's Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriter's Warrant and/or Warrant the Underwriter's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriter's Warrant may demand registration prior to exercising the Underwriter's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriter's Warrant and the Warrant Underwriter's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriter's Warrant or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriter's Warrant or Underwriter's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i9) at any time commencing one year after the effective date of the registration statement and expiring four five (45) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(29)(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement Engagement Date and expiring four five (45) years thereafterafter the Engagement Date, the Holders of the Financial Advisor's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defineddefined in Section 9.4(k) hereof) of such securities (assuming the exercise of all of the Warrants) Financial Advisor's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement (including, but not limited to, a registration statement on Form S-3) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Financial Advisor's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Financial Advisor's Warrants and/or Warrant Shares to all other registered Holders of the Financial Advisor's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Closing Date and expiring four five (45) years thereafterafter the Closing Date, the Holders of Representativea Majority of the Financial Advisor's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Financial Advisor's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Financial Advisor's Warrant at such Market Price less the exercise price of such Financial Advisor's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Underwriter's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Underwriter's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the 6 7 "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be maybe necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriter's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Underwriter's Warrants and/or Warrant Shares to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one one(1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of Representativea Majority of the Underwriter's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority

Demand Registration. (1a) At any time commencing one year from six months after the effective date of the registration statement Engagement Date and expiring four five (45) years thereafterafter the Engagement Date, the Holders of the Financial Advisor's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defineddefined in Section 9.4(k) hereof) of such securities (assuming the exercise of all of the Warrants) Financial Advisor's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement (including, but not limited to, a registration statement on Form S-3) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Financial Advisor's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Financial Advisor's Warrants and/or Warrant Shares to all other registered Holders of the Financial Advisor's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Closing Date and expiring four five (45) years thereafterafter the Closing Date, the Holders of Representativea Majority of the Financial Advisor's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Financial Advisor's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Financial Advisor's Warrant at such Market Price less the exercise price of such Financial Advisor's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.that

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Warrant, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the WarrantsUnderwriters' Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form ▇▇-▇, ▇-▇ or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriters' Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriters' Warrant and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriters' Warrant may demand registration prior to exercising the Underwriters' Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriters' Warrant and the Warrant Underwriters' Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriters' Warrant or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters' Warrant or Underwriters' Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time time, commencing one year from six (6) months after the effective date of the registration statement and expiring four (4) years thereafterfor the initial public offering of the Company, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Warrants and/or Warrant Securities shall have the right on one occasion (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement on Form S-3 or similar form and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Securities so as to allow the unrestricted sale of the Warrant Securities to the public from time to time until all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Securities to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafterfor the initial public offering of the Company, the Holders of Representative's Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesSecurities from time to time during the Registration Period; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement February 26, 2000 and expiring four (4) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Warrants and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one year after the effective date of the registration statement February 26, 2000 and expiring four (4) years thereafteron the Expiration Date, the Holders of Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Shares requested to be registered by such Holders have been sold; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time time, commencing one year hundred twenty (120) days from the effective date of this Agreement and during the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityMajority Holder" (as hereinafter definedsuch term is defined in Section 6.4(d) below) of such securities (assuming the exercise of all of the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section (i) 6.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Underwriter and Holderssuch Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant the Registrable Securities by the holders thereof, for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestmonths. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders Demand Registration Request to all other registered Holders holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 6.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 6.4(a) hereof by notifying the Company of their decision to include such securities within twenty (20) days of their receipt of the Company's notice. (3c) In addition to the registration rights provided for under Section 6.3 and subsection (a) of this Section (i) 6.4, at any time commencing one year after during the effective date Warrant Exercise Term, any Majority Holder (as defined below in Section 6.4(d)) of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasionoccasion in respect of all holders of Registrable Securities, with the Commission a registration statement Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months by such Holders of its Warrant Securities; months, provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.holders of the Registrable Securities included in such

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per Share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time For a period commencing one year on the Effective Date, and ending five (5) years from the effective date of the registration statement and expiring four (4) years thereafterClosing Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from after the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, for a period commencing on the Effective Date, and ending five (i5) at any time commencing one year after years from the effective date Closing Date, unless all of the registration statement Warrants issued and expiring four (4) years thereafter, issuable have been exercised and the Holders of Representative's the Warrant shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resalable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Securities Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Shares, provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Representative's Warrant, or the Majority in interest of the Representative's Securities (assuming the exercise of all of the WarrantsRepresentative's Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form S-1 or SB-2 or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Representative's Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Warrant and/or Warrant the Representative's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from the Company of such requestdescribed in Section 7(b)(2). (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Representative's Warrant and the Warrant Representative's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Representative's Warrant or Representative's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Representative's Warrant or Representative's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one year from after the effective date expiration of the registration statement lock-up period agreed to by any Holder with the Managing Underwriter in connection with the IPO (or if such lock-up period is waived by such Managing Underwriter, from and expiring four after such earlier date), upon the written request (4a “Notice”) years thereafterby Holders collectively owning at least ten percent (10%) of the then-outstanding Registrable Securities (“Requesting Holders”), subject to adjustment pursuant to Section 3.04, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Partnership shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission within sixty (60) calendar days following the "Commission"), on one occasionreceipt of the Notice, a registration statement and such other documents(each, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions “Registration Statement”) of the Act, so as Partnership to permit the public sale by Holders of all Registrable Securities which are permitted to participate in such Registration Statement pursuant to this Agreement (and may cover other securities of the Partnership) on (i) Form S-3 providing for an offering to be made on a public offering continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale of their respective Warrant Registrable Securities, from time to time (a “Shelf Registration Statement”) or (ii) if the Partnership is not then eligible to file on Form S-3, on Form S-1 or under any other rule or regulation promulgated under the Securities for nine (9) consecutive months Act, or any successor rule that may be adopted by the Commission, and all amendments and supplements to such Holders Registration Statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestdocument incorporated by reference therein. (2b) The Company covenants A Notice shall specify: (i) the approximate aggregate number of Registrable Securities requested to be registered by such Requesting Holder(s), (ii) the intended method of disposition of the Registrable Securities, to the extent then known and agrees to (iii) the identity of the Requesting Holder(s). Within five (5) business days after receipt of a Notice, the Partnership shall give written notice of any registration request under this Section (i) by any Holder or Holders such Notice to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration requestHolders. (3c) In addition The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable after the initial filing date. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods, and shall be on such appropriate registration forms of the Commission, legally available to, and requested by, the Requesting Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the registration rights under this Section extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (ithe “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) at any time commencing one year after the effective date shall comply as to form with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Subject to Section 2.02(b), there shall be no limit on the number of Registration Statements that may be required by the Holders hereunder. (d) To the extent the Partnership is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), the Partnership shall file any Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. The Partnership shall use its reasonable best efforts to remain a WKSI (and expiring four not become an ineligible issuer (4as defined in Rule 405 under the Securities Act)) years thereafter, during the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestEffectiveness Period.

Demand Registration. Without limitation to Section 7.1(b) above: (1a) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereaftertime, the Holders of the Representative's Warrants and/or other Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months (or such shorter period which shall terminate when all of the Warrant Securities covered by such registration statement have been sold pursuant thereto) by such Holders and any other holders Holders of the Representative's Warrants and/or other Warrant Securities who notify the Company within ten (10) 10 days after receiving notice from the Company of such request; provided, however, that, the Company shall not be obligated to file any such registration statement pursuant to this Section 7.3(a) so long as the Registration Statement (as it may hereafter be amended) remains effective and the prospectus contained therein remains current, provided such Registration Statement (as it may hereafter be amended) covers the public offering and sale of all of the Warrant Securities by the Representative and the other Holders, if any, of the Representative's Warrants and/or other Warrant Securities. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Representative's Warrants and the and/or other Warrant Securities within ten (10) 10 days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 hereof and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereaftertime, the any Holders of Representative's Warrants and/or other Warrant Securities representing a Majority of such securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months (or such shorter period which shall terminate when all of the Warrant Securities covered by such Holders registration statement have been sold pursuant thereto) by any such Holder of its Warrant Securities; provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterClosing, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defineddefined in Section 9.4(k) hereof) of such securities (assuming the exercise of all of the Warrants) Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of a Majority of the Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Representative's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Representative's Warrant at such Market Price less the exercise price of such Representative's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (iwhether such request is made pursuant to Section 7.3(a) or 7.3(c) hereof) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i) 7.2 and Section 7.3(a), at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder(s) of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder(s) of its or their Warrants and/or Warrant Securities; provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders Holders) making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock, determined as of (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time time, commencing one year ninety (90) days from the effective date of this Agreement and during the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityMajority Holder" (as hereinafter definedsuch term is defined in Section 6.4(d) below) of such securities (assuming the exercise of all of the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section (i) 6.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Underwriter and Holderssuch Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant the Registrable Securities by the holders thereof, for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestmonths. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders Demand Registration Request to all other registered Holders holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 6.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 6.4(a) hereof by notifying the Company of their decision to include such securities within twenty (20) days of their receipt of the Company's notice. (3c) In addition to the registration rights provided for under Section 6.3 and subsection (a) of this Section (i) 6.4, at any time commencing one year after during the effective date Warrant Exercise Term, any Majority Holder (as defined below in Section 6.4(d)) of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasionoccasion in respect of all holders of Registrable Securities, with the Commission a registration statement Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months by such Holders of its Warrant Securities; months, provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.holders of the Registrable Securities included in such

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 8 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i9) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i) 9 at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(29(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i9) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(29)(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Representatives' Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Representatives' Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representatives' Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Representatives' Warrants and/or Warrant Shares to all other registered Holders of the Representatives' Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of Representative's a Majority of the Representatives' Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Representatives' Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Representatives' Warrant at such Market Price less the Exercise Price of such Representatives' Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement public offering hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1) At any time commencing one year from the effective date of the registration statement hereof and expiring four (4) years thereafter, the Holders of the Underwriters' Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other holders of the Underwriters' Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement hereof and expiring four (4) years thereafter, the Holders of Representative's Underwriters' Warrants and/or Warrant Securities Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant SecuritiesShares; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (4) The Company shall include such Underwriters' Warrants in the Registration Statement relating to this offering and shall keep such Registration Statement current at least until the expiration of such Underwriters' Warrants or shall bear all of the costs of a new registration statement in the event the Underwriters' Warrants are to be exercised.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the The Holders representing a Majority of the Warrants and/or and Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Shares shall have the right (which right is in addition to the registration rights under Section (i) hereof9.2), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities Holders who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) (collectively, the "Requesting Holders") of their Warrants and Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrants and Warrant Shares requested to be registered by the Requesting Holders. Registration and all costs incidental to such registration shall be at the expense of the Company. (2b) The Company covenants and agrees to shall give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter9.3, the Holders of Representative's a Majority of the Warrants and/or and Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their Warrants and Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto incidental to such registration shall be shared equally between the Holder or Holders making such request and the Company. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under this Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) In addition to the registration rights under Section 9.2 and subsections (a) and of this Section 9.3, the Holders of a Majority of the Warrants and Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company prepare and file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their Warrants and Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, registration and all costs incidental to such registration shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) or Section 9.3(c) then the Holders may not exercise their rights under this Section 9.3(d) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a) or 9.3(c). (e) Notwithstanding anything to the contrary contained in this Agreement, if the Company has not filed a registration statement for the Warrants and Warrant Shares within the time period specified in Section 9.4(a) pursuant to the written notice specified in Section 9.3(a), 9.3(c) or 9.3(d) of the Holders of a Majority of the Warrants and Warrant Shares, the Company shall repurchase (i) any and all Warrant Shares at the higher of the Market Price per share of Common Stock on (A) the date of the notice sent pursuant to Section 9.3(a), 9.3(c) or 9.3(d), as the case may be, or (B) the expiration of the period specified in Section 9.4(a) and (ii) any and all Warrants at such Market Price less the Common Stock Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(e).

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Warrants and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) nine (9) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders of its Warrant SecuritiesHolders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Warrants and/or Warrant Shares, the Company, at its option, may repurchase (1) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Warrants at such Market Price less the exercise price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterdate, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.1 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Ryan, Beck and HoldersHolder, in order to comply with the provisions of the Act▇▇▇, so as s▇ ▇▇ to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Holder and any other holders Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.2 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.1 and subsection (a) of this Section (i) 7.2, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafterfrom the effective date, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; , provided, however, that the provisions of Section (i)(27.3(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.3(a) hereof pursuant to the written notice specified in Section 7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.2(a) or (y) the expiration of the period specified in Section 7.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.3(a) or (ii) the delivery of the written notice of election specified in this Section 7.2(d). The Company shall have no obligation to exercise the option that may be granted pursuant to the terms of this paragraph (d) of Section 7.2 hereof.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement January 1, 1998 and expiring four (4) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Warrants and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one year after the effective date of the registration statement January 1, 1998 and expiring four (4) years thereafteron the Expiration Date, the Holders of Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Shares requested to be registered by such Holders have been sold; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) SECTION 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) SECTION 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under SECTION 7.2 and subsection (a) of this Section (i) SECTION 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(2SECTION 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in SECTION 7.4(a) hereof pursuant to the written notice specified in SECTION 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to SECTION 7.3(a) or (y) the expiration of the period specified in SECTION 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in SECTION 7.4(a) or (ii) the delivery of the written notice of election specified in this SECTION 7.3(d).

Demand Registration. (1a) At any time commencing one year For a period of five (5) years from the effective date of the registration statement and expiring four (4) years thereafterEffective Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, for a period of five (i) at any time commencing one year after the effective date of the registration statement and expiring four (45) years thereafterfrom the Effective Date, the Holders any Holder of Representative's Warrants and/or Warrant Securities Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Shares provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Shares, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Shares it shall have the option to repurchase (i) any and all Warrant Shares at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a), and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Placement Agent's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Placement Agent's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Placement Agent's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Placement Agent's Warrants and/or Warrant Shares to all other registered Holders of the Placement Agent's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of Representativea Majority of the Placement Agent's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Placement Agent's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Placement Agent's Warrant at such Market Price less the exercise price of such Placement Agent's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) At any time commencing one year from during the effective date of the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityDemand Holder" (as hereinafter definedsuch term is defined in Section 7.4(d) below) of such securities (assuming the exercise of all of the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section (i) 7.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Underwriter and Holderssuch Demand Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant the Registrable Securities by the holders thereof for nine (9) consecutive months months. In the event a Demand Registration Request is made pursuant to this Section 7.4(a) and the Registration Statement relating thereto is declared effective, no further Demand Registration Request can be made by such Holders and any other holders holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestRegistrable Securities. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders Demand Registration Request to all other registered Holders holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 7.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 7.4(a) hereof by notifying the Company of their decision to have such securities included within ten (10) days of their receipt of the Company's notice. (3c) In addition to the registration rights provided for under Section 7.3 hereof and subsection (a) of this Section (i) 7.4, at any time commencing one year after during the effective date Warrant Exercise Term, any Demand Holder (as defined below in Section 7.4(d)) of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasionoccasion in respect of all holders of Registrable Securities, with the Commission a registration statement Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months by such Holders of its Warrant Securitiesmonths; providedPROVIDED, howeverHOWEVER, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.holders of the Registrable Securities included in such

Demand Registration. (1a) At any time commencing one year from after the effective date Closing Date of the registration statement public offering hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per ADS on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date Closing Date and ending on the fifth (5th) anniversary of the registration statement and expiring four (4) years thereafterthereof, the Holders holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" (as hereinafter defined) of such securities (Securities, assuming the exercise of the Representative's Warrant as to all of the Warrants) Units (the "Initiating Holders"), shall have the right (which right is in addition to the registration rights under Section (i) 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine up to two hundred and seventy (9270) consecutive months days by such Holders and any other holders of the Warrants and/or Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, who notify the Company within ten twenty-one (1021) days after receiving notice from the Company of such request. All expenses of such registration and underwriting shall be borne by the Company. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.4 by any Holder or Holders to all other registered Holders holders of the Warrants and the Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days from after the date of the receipt of any such registration request. (3c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 7.4(a) hereof. The right of any holder to registration pursuant to this Section 7.4 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such ▇▇▇▇▇▇'s Registrable Securities in the underwriting to the extent and subject to the limitations provided herein. A holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (d) The Company shall (together with all Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or the representative of the underwriters selected for such underwriting by the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Representative. Notwithstanding any other provision of this Section 7.4, if the underwriter or the representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation or elimination of the number of Shares or other securities to be underwritten, such representative may limit the number of Shares or other securities to be included in the registration and underwriting. The Company shall so advise the Representative and all holders of Registrable Securities requesting registration, and the number of Shares or other securities that are entitled to be included in the registration and underwriting shall be allocated among the Representative and other holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective numbers of securities which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any holder of Registrable Securities that has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such person may elect to withdraw its securities therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any securities so excluded shall be withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 7.4(d), the Company or underwriter or underwriters selected as provided above may round the number of securities of any holder which may be included in such registration to the nearest 100 Shares. (e) In the event that the Initiating Holders are unable to sell all of the Registrable Securities for which they have requested registration due to the provisions of Section 7.4(d) hereof and if, at that time, the Initiating Holders are not permitted to sell Registrable Securities under Rule 144(k), the Initiating Holders shall be entitled to require the Company to afford the Initiating Holders an opportunity to effect one additional demand registration under this Section 7.4. (f) In addition to the registration rights under this Section 7.3 and subsection (ia) of Section 7.4 hereof, at any time commencing one year after on the effective date Closing Date and expiring on the seventh (7th) anniversary of the registration statement and expiring four (4) years thereafterClosing Date, the Holders any holder of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months 270 days by any such Holders holder of its Warrant Registrable Securities; , provided, however, that the provisions of Section (i)(27.5(b) hereof hereof, shall not apply to any such registration request and the registration and all costs incident thereto shall be at the expense of the Holder or Holders ▇▇▇▇▇▇'s making such request. (g) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Registrable Securities of the Initiating holders or the holder(s) referred to in Section 7.5(f) above (the "Paying Holders"), within the time period specified in Section 7.5(a) below, the Company shall, upon the written notice of election of the Initiating Holders or the Paying Holders, as the case may be, repurchase (i) any and all Shares and Warrant Shares at the higher of the Market Price per Share on (x) the date of the notice sent to the Company under Section 7.4(a) or 7.5(a), as the case may be, or (y) the expiration of the 21 day period specified in Section 7.5(a) and (ii) any and all Underlying Warrants at such Market Price less the Exercise Price of such Warrants. Such repurchase shall be in immediately available funds and shall close within five (5) business days after the expiration of the period specified in Section 7.5(a).

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the then outstanding Underwriters' Warrant, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the Warrants) Underwriters' Warrant), shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form ▇▇-▇, ▇-▇ or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, Act so as to permit a public offering and sale of their respective Warrant all of the Underwriters' Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriters' Warrant and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriters' Warrant may demand registration prior to exercising the Underwriters' Warrant, and may pay the Purchase Price for the exercise thereof from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriters' Warrant and the Warrant Underwriters' Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that Notwithstanding the provisions of Section 7(b)(1), the Company shall have no such obligation to prepare and file a registration statement if, within twenty (i)(220) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at days following the expense Company's receipt of the Holder notice described in Section 7(b)(1), if the Company or affiliates of the Company owning collectively more than five percent (5%) of the outstanding Common Stock agree to purchase the Underwriters' Warrant and Underwriters' Securities from the Holders making such requestrequesting registration pursuant to Section 7(b)(1) at a price equal to the difference between the Purchase Price then in effect and the current market price of Common Stock. For purposes of this Section 7(b)(3), the term "affiliate" shall mean the Company's officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and "market price" shall mean the average of the closing asked prices for Common Stock during the ten (10) trading days preceding the date of the notice described in Section 7(b)(1).

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Sands Brothers and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities, the Company agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities it shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine repurchase (9i) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto Warrant Securities at higher of the Market Price (as defined in Section 8.1(vi)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the exercise price of such Warrant. Such repurchase shall be at in immediately available funds and shall close within two (2) days after the expense later of (i) the expiration of the Holder period specified in Section 7.4(a) or Holders making such request(ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement Engagement Date and expiring four five (45) years thereafterafter the Engagement Date, the Holders of the Financial Advisor’s Warrants and/or Warrant Securities Shares representing a "“Majority" ” (as hereinafter defineddefined in Section 9.4(k) hereof) of such securities (assuming the exercise of all of the Warrants) Financial Advisor’s Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "“Commission"”), on one occasion, a registration statement (including, but not limited to, a registration statement on Form S-3) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Financial Advisor’s Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the “Requesting Holders”) of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Financial Advisor’s Warrants and/or Warrant Shares to all other registered Holders of the Financial Advisor’s Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Closing Date and expiring four five (45) years thereafterafter the Closing Date, the Holders of Representative's a Majority of the Financial Advisor’s Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Financial Advisor’s Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Financial Advisor’s Warrant at such Market Price less the exercise price of such Financial Advisor’s Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) ), not previously sold pursuant to this Section 7, shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and HoldersHolder, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by the period necessary for such Holders and any to effect the proposed sale or other holders disposition of the applicable Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestSecurities. (2b) The Company covenants and agrees to (x) give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders Holder of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration requestrequest and (y) include all the Warrant Securities, not previously sold pursuant to this Section 7, in such registration statement unless it receives notification from a Holder within five (5) days following the Company's notification of registration that such Holder does not want its Warrant Securities to be included in the registration statement. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by the period necessary for such Holders Holder to effect the sale or other disposition of its the applicable Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders that participate in such sale or disposition, including the Company's reasonable legal and accounting fees, printing expenses and blue sky fees and expenses, making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase, if elected by the Company, shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities shall have the rightrequesting such registration, exercisable by written request to the Company, to have the Company prepare repurchase (i) any and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by all Warrant Securities of such Holders at the higher of its Warrant Securities; providedthe Market Price per share of Common Stock and per Redeemable Warrant, however, that determined as of (x) the provisions date of the notice sent pursuant to Section 7.3(a) or (i)(2y) hereof shall not apply to the expiration of the period specified in Section 7.4(a) and (ii) any such registration request and registration and all costs incident thereto Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be at in immediately available funds and shall close within two (2) days after the expense later of (i) the expiration of the Holder period specified in Section 7.4(a) or Holders making such request(ii) the delivery of the written notice of election specified in this Section 7.3(c).

Demand Registration. (1a) At any time commencing one year after , 1999 (12 months from the effective date of Effective Date) through and including , 2003 (60 months from the registration statement and expiring four (4) years thereafterEffective Date), the Holders of the Warrants Representative's Purchase Options and/or Warrant Securities Units underlying same representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the WarrantsRepresentative's Purchase Options) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Units underlying same for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Purchase Options and/or Warrant Securities Units underlying same who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants Representative's Purchase Options and the Warrant Securities Units underlying same within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after , 1999 (12 months from the effective date Effective Date) through and including , 2003 (60 months from the Effective Date), any Holder or Holders of the registration statement and expiring four (4) years thereafter, the Holders a Majority of Representative's Warrants Purchase Options and/or Warrant Securities the Units underlying same shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders of its Warrant Securities; Holder or Holders, provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Units, the shares of Preferred Stock, the Preferred Warrants and the shares of Preferred Stock underlying the Preferred Warrants underlying the Representative's Purchase Options within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Representative's Purchase Options and/or Units underlying same, the Company agrees that upon the written notice of election of a Majority of the Holders of the Representative's Purchase Options and/or Units underlying same it shall repurchase (i) any and all Units underlying the Representative's Purchase Options at the higher of Market Price per Unit of the Units on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a). Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time commencing one year For a period of five (5) years from the effective date closing of the registration statement and expiring four (4) years thereafterPublic Offering, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityMajority Holder" (as hereinafter definedsuch term is defined in Section 7.4(d) below) of such securities (assuming the exercise of all of the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section (i) 7.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), ) on one occasion, at the sole expense of the Company (excluding fees and expenses of the Majority Holder's counsel and any underwriting or selling commissions), a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, such Majority Holder) in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant the Registrable Securities by the Holders thereof for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestmonths. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders Demand Registration Request to all other registered Holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 7.4(b), Holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 7.4(a) hereof by notifying the Company of their decision to have such securities included within ten (10) days of their receipt of the Company's notice. (3c) In addition to the registration rights provided for under Section 7.3 hereof and subsection (a) of this Section 7.4, for a period of five (i5) at any time commencing one year after years from the effective date closing of the registration statement and expiring four (4) years thereafterPublic Offering, the Holders any Holder of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasionoccasion in respect of such Holders of Registrable Securities, with the Commission a registration statement Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months by such Holders of its Warrant Securities; months, provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holders of the Registrable Securities included in such Registration Statement. If a Holder of Registrable Securities shall give notice to the Company at any time of its or their desire to exercise the registration right granted pursuant to this Section 7.4(c), then within ten (10) days after the Company's receipt of such notice, the Company shall give notice to the other Holders making of Registrable Securities advising them that the Company is proceeding with such requestregistration and offering to include therein the Registrable Securities of such Holders, provided they furnish the Company with such appropriate information in connection therewith as the Company shall reasonably request in writing. The Registration Statement filed pursuant to this Section 7.4(c) may include other securities of the Company which are held by officers or directors of the Company, or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in such Registration Statement.

Demand Registration. Upon the written request of one or more holders of Warrant Shares, which request will state the intended method of disposition by such holders and will request that the Company effect the registration under the Act of all or part of the Warrant Shares of such holders, the Company will, within 10 days after receipt of such request, give written notice of such requested registration to all registered holders of Warrant Shares, Series A Securities, Series B Securities and Series C Securities, and thereupon (1except as expressly provided herein) At any time commencing one year will use its best efforts to effect the registration ("Demand Registration") under the Act of (x) the Warrant Shares included in the initial request for registration (for disposition in accordance with the intended method of disposition stated in such request) and (y) all other shares of Series A Registerable Common Stock, shares of Series B Registerable Common Stock and shares of Series C Registerable Common Stock, the holders of which have made written request to the Company for registration thereof within 30 days after the receipt of such written notice from the effective date Company, provided that: (a) the Company shall be required to effect only two Demand Registrations hereunder, each of which must be initially requested by the holders of record of at least a majority of the Warrant Shares outstanding at the time of the request; provided that the Company shall not be required to effect more than one registration statement during any one-year period pursuant to this Section 5.1, Paragraph 7(a) of the Series A Agreement, Section 7.1 of the Series B Agreement or Section 7.1 of the Series C Agreement; (b) if the holders of Warrant Shares who initiated the request for registration intend to sell their Warrant Shares by means of an underwriting (whether on a "best efforts" or a "firm commitment" basis), they shall so advise the Company as part of their request, and expiring four (4) years thereafterthe Company shall include such information in the notice to the holders of Series A Securities, Series B Securities and Series C Securities. In that event, the Holders other holders of the Warrants and/or Warrant Shares, Series A Securities, Series B Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) and Series C Securities shall have the right (which right is in addition to the registration rights under Section (i) hereof)include their Warrant Shares or shares of Series A Registerable Common Stock, exercisable by written notice to the Company, to have the Company prepare Series B Registerable Common Stock and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary Series C Registerable Common Stock in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, underwriting (unless otherwise mutually agreed by a majority in order to comply with the provisions interest of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Shares, Series A Securities, Series B Securities who notify the Company within ten (10) days after receiving notice from the Company of and Series C Securities). The managing underwriter for such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at selected by the expense of the Holder or Holders making such request.Board of

Demand Registration. (1) At Beginning as of the Commencement Date and ------------------- ending on ____________, 2003, if at any time commencing one year from the effective date holder or holders of Warrants to purchase not less than 50% of the registration statement Warrant Shares or the holder or holders of not less than 50% of all outstanding Warrant Shares (the "Initiating Holders") shall request that the Company register the offer and expiring four (4) years thereafter, the Holders sale such number of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition Shares to the registration rights public under Section the Securities Act of 1933, as amended (i) hereofthe "Securities Act"), exercisable by written notice to the Company, to have the Company prepare and shall file a registration statement with the Securities and Exchange Commission ("SEC") for the purpose of registering such Warrants and/or Warrant Shares under the Securities Act. The request described above shall be made in writing directed to the Company at the address set forth in Section 7 of this Warrant (the "CommissionDemand Registration Notice"). Within ten days after receiving a Demand Registration Notice, on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit shall issue a public offering and sale of their respective Warrant Securities for nine notice (9"Company's Notice") consecutive months by such Holders and any other informing all holders of Warrants or Warrant Shares who did not issue a Demand Registration Notice ("Other Holders") offering to include the Warrants and/or Warrant Securities who Shares of the Other Holders in that registration statement for sale to the public. Each Other Holder must notify the Company within ten (10) by no later than 10 days after receiving the Company's Notice is sent whether that Other Holder wishes to include his, her or its Warrants and/or Warrant Shares in the registration statement. If any Other Holder delivers such a notice from to the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafterin a timely manner, the Holders of Representativethat Other Holder's Warrants and/or Warrant Securities shall have Shares will be included in the rightRegistration Statement. If any Other Holder does not inform the Company in writing that his, exercisable by written request her or its Warrants and/or Warrant Shares are to the Companybe included in such registration statement, that Other Holder will be deemed to have waived all rights to include his, her or its Warrants and/or Warrant Shares in the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requeststatement.

Demand Registration. (1a) At any time commencing one year from during the effective date term of the registration statement and expiring four (4) years thereafterthis Warrant, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Sands Brothers and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities, the Company agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities it shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine repurchase (9i) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto Warrant Securities at higher of the Market Price (as defined in Section 8.1(vi)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the exercise price of such Warrant. Such repurchase shall be at in immediately available funds and shall close within two (2) days after the expense later of (i) the expiration of the Holder period specified in Section 7.4(a) or Holders making such request(ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time commencing one year from following the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file filing with the United States Securities and Exchange Commission (the "Commission"), ) by Warner of its Annual Report on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel Form 10-K for the Company and counsel for the Underwriter and Holdersfiscal year ended December 31, in order to comply with the provisions 1995, upon receipt by Warner of a written request executed by one or more of the Act, so as Releasees receiving Settlement Shares (the "Initiating Holder") requesting registration of a number of shares of Common Stock at least equal to permit a public offering and sale of their respective Warrant Securities for nine (9i) consecutive months by such Holders and any other holders thirty percent (30%) or more of the Settlement Shares and the shares of Common Stock underlying the Warrants and/or (the "Warrant Securities who notify Shares") then held by the Company within ten Holders or (10ii) days after receiving the entire remaining number of Settlement Shares and the Warrant Shares owned by the Initiating Holder, Warner will give notice from the Company of such requestrequest to each other Holder (the "Other Holders") and give them the right to participate therein in accordance with this Section 7.2.1. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders Upon receipt of the Warrants and the Warrant Securities within ten request given pursuant to Subsection (10a) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafterabove, the Holders of Representative's Warrants and/or Warrant Securities Warner shall have the right, exercisable by written request to the Company, to have the Company promptly prepare and file, on one occasion, file with the Commission a registration statement so as (the "Registration Statement") under the Securities Act covering the Settlement Shares and/or the Warrant Shares requested to permit be sold under a public offering Registration Statement by the Initiating Holder and sale for nine (9) consecutive months by the Other Holders who elect to have their Settlement Shares and/or Warrant Shares included in a Registration Statement by providing written notice of its election to Warner within 30 days from receipt by such Other Holders of notice from Warner pursuant to Section 7.2.1(a) (the "Registered Shares") and shall otherwise comply with its Warrant Securitiesobligations under Section 7.2.1. (c) Warner's obligations under Section 7.2.1 shall be limited to two (2) effective Registration Statements under the Securities Act; provided, however, that if the provisions Settlement Shares and/or Warrant Shares may be registered by means of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto a Registration Statement on Form S-3 or a successor form thereto, the Holders of Settlement Shares and/or Warrant Shares shall be at the expense of the Holder or Holders making such request.entitled to exercise their rights under Section 7.2 on an

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) SECTION 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) SECTION 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under SECTION 7.2 and subsection (a) of this Section (i) SECTION 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the any Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(2SECTION 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in SECTION 7.4(a) hereof pursuant to the written notice specified in SECTION 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to SECTION 7.3(a) or (y) the expiration of the period specified in SECTION 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in SECTION 7.4(a) or (ii) the delivery of the written notice of election specified in this SECTION 7.3(d).

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of a Majority of the Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Representative's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Representative's Warrant at such Market Price less the exercise price of such Representative's Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 9.4(a) or (ii) the delivery of the written notice of election specified in this Section 9.3(d).

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterPublic Offering, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3b) In addition to the registration rights under Section 7.2 hereof and subsection (a) of this Section (i) 7.3, at any time commencing one year after the date hereof and expiring five (5) years after the effective date of the registration statement and expiring four (4) years thereafterPublic Offering, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; , provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (c) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four seven (47) years thereafter, the Holders Registered Holder of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 19.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and HoldersRegistered Holder, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders Registered Holder and any other holders Registered Holder of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 19.3 by any Registered Holder or Holders to all other registered Holders holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 19.2 and subsection (a) of this Section (i) 19.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Registered Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Registered Holder of its Warrant Securities; provided, however, that the provisions of Section (i)(219.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Registered Holder or Registered Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 19.4(a) hereof pursuant to the written notice specified in Section 19.3(a) hereof of a Majority of the Registered Holders of Warrants and/or Warrant Securities, the Company agrees that upon the written notice of election of a majority of the holders of the Warrants and/or Warrant Securities it shall repurchase (i) any and all Warrant Securities at the higher of the Fair Market Value per share of Common Stock (x) the date of the notice sent pursuant to Section 19.3(a), or (y) the expiration of the period specified in Section 19.4(a) and (ii) any and all Warrants at such Fair Market Value less the exercise price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 19.4(a), or (ii) the delivery of the written notice of election specified in this Section 19.3(d).

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders Holder of the Warrants Warrant and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the WarrantsWarrant) shall have the one-time right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, ) a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Millennium and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other holders Holder of the Warrants Warrant and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants Warrant and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration rights under this statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrant and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrant and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at any time commencing one year after the effective higher of the Market Price per share of Common Stock on (x) the date of the registration statement notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and expiring four (4ii) years thereafterany and all Warrant of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) If all of the Holders are able to sell the Warrant Securities pursuant to Rule 144 under the Securities Act of 1933, as amended, and without regard to the volume limitations thereunder, the Holders of Representative's Warrants and/or Warrant Securities Holders' rights under Section 7.2 and 7.3(a) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestterminate.

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date hereof, unless all of the registration statement Warrants issued or issuable have been exercised and expiring four (4the Holders of the Warrant Shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resaleable pursuant to Rule 144(k) years thereafterpromulgated under the Act, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Underwriters and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date hereof and expiring five (5) years after the date hereof, unless all of the registration statement Warrants issued or issuable have been exercised and expiring four (4) years thereafter, the Holders of Representative's the Warrant Shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are 6 freely resaleable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; , provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, the Company shall have the option to repurchase any and all Warrant Securities at the Market Price per share of Common Stock on the date of the notice sent pursuant to Section 7.3(a) less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1i) At any time commencing one year from the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority80 Percent" (as hereinafter defined) of such securities the Underwriters' Warrants and the underlying Securities (assuming the exercise of all of the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section (i5(a)(i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement statement, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order Holders to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Underwriters' Warrants and/or Warrant the underlying Securities who notify the Company within ten twenty (1020) business days after receiving notice from the Company of such request. (2ii) The Company covenants and agrees to give written notice of any registration request under this Section (i5(b) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant underlying Securities within ten (10) business days from the date of the receipt of any such registration request. (3iii) In addition The Company shall include such Underwriters' Warrants and the underlying Securities in the Registration Statement relating to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.and

Demand Registration. (1) At any time commencing one year from after the effective date of the registration statement Registration Statement and expiring four ending on the fifth (45th) years thereafteranniversary of the effective date of the Registration Statement, the Holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Representatives' Warrants) (the "Initiating Holders") shall have the right (which right is in addition to the registration rights under Section (i) 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine up to two hundred and seventy (9270) consecutive months days by such Holders and any other Holders of Registrable Securities, as well as any other security holders of the Warrants and/or Warrant Securities possessing similar registration rights, who notify the Company within ten twenty-one (1021) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.4 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days from after the date of the receipt of any such registration request. (3) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 7.4(a) hereof. The right of any Holder to registration pursuant to this Section 7.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent and subject to the limitations provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (4) The Company shall (together with all Holders, officers, directors and other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representatives of the underwriters selected for such underwriting by the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Representatives. Notwithstanding any other provision of this Section 7.4, if the representatives of the underwriter or underwriters advises the Initiating Holders in writing that marketing factors require a limitation or elimination of the number of shares of Preferred Stock or other securities to be underwritten, the representatives may limit the number of shares of Preferred Stock or other securities to be included in the registration and underwriting. The Company shall so advise the Representatives and all Holders of Registrable Securities requesting registration, and the number of shares of Preferred Stock or other securities that are entitled to be included in the registration and underwriting shall be allocated among the Representatives and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any Holder of Registrable Securities who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such person may elect to withdraw its securities therefrom by written notice to the Company, the Representatives and the Initiating Holders. Any securities so excluded shall be withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 7.4(d), the Company or underwriter or underwriters selected as provided above may round the number of securities of any holder which may be included in such registration to the nearest 100 shares. (5) In the event that the Initiating Holders are unable to sell all of the Registrable Securities for which they have requested registration due to the provisions of Section 7.4(d) hereof and if, at that time, the Initiating Holders are not permitted to sell Registrable Securities under Rule 144(k), the Initiating Holders shall be entitled to require the Company to afford the Initiating Holders an opportunity to effect one additional demand registration under this Section 7.4. (6) In addition to the registration rights under this Section 7.3 and subsection (ia) of Section 7.4 hereof, at any time commencing one year after on the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders thereafter any Holder of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months 270 days by any such Holders Holder of its Warrant Securities; Registrable Securities provided, however, that the provisions of Section (i)(27.5(b) hereof hereof, shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders Holder's making such request. (7) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Registrable Securities of the Initiating Holders or the Holder(s) referred to in Section 7.5(f) above (the "Paying Holders"), within the time period specified in Section 7.5(a) below, the Company shall upon the written notice of election of the Initiating Holders or the Paying Holders, as the case may be, repurchase (i) any and all shares of Preferred Stock at the higher of the Market Price per share of Preferred Stock on (x) the date of the notice sent to the Company under Section 7.4(a) or (f), as the case may be, or (y) the expiration of the period specified in Section 7.5(a) and (ii) any and all Representatives' Warrants at such Market Price less the Exercise Price of such Representatives' Warrant. Such repurchase shall be in immediately available funds and shall close within five (5) business days after the expiration of the period specified in Section 7.5(a).

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement Closing Date through and expiring four (4) years thereafterincluding December 23, 2001, the Holders of the Warrants and/or and Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming for this purpose the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have cause the Company to prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of all or any portion of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify elect to participate by notice to the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3b) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date prior to December 23, 2001, any Holder of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or or Warrant Securities Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale of all or any portion of their Warrant Shares for nine (9) consecutive months by such Holder and any other Holders of its Warrant Securitiesthe Warrants who elect to participate by notice to the Company within ten days after receiving notice from the Company of such request; provided, however, that the provisions of Section (i)(27.4(c) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request or electing to participate. (c) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Shares within ten (10) days from the date of the receipt of any such registration request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Shares, the Company agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Shares it shall repurchase (i) any and all Warrant Shares at the arithmetic average Market Price (as defined in Section 8.1(a)) per share of Common Stock on each of the days when the market shall be open during the seventy-five (75) calendar days following the date of the notice sent pursuant to Section 7.3(a) and (ii) any and all Warrants at such average Market Price less the lowest Exercise Price of such Warrants during such seventy-five (75) day period. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d). (e) Any notice from Holders to cause a registration under Section 7.3(a) or (b) which does not result in a registration statement which is duly declared effective pursuant to the Act in accordance with the terms hereof or as to which a stop order is issued and not withdrawn shall not constitute a exercise of the Holders' rights under such Sections, respectively. (f) Notwithstanding the provisions of Sections 7.3(a) above, if upon exercise of the demand registration rights set forth in the Registration Rights Agreements dated August 5, 1988, by and among the Company and the signatories thereto, as amended (the "MEDIQ/Mesirow Agreements"), a Holder declines to exercise its right to include Warrant Shares in such registration statement or post-effective amendment and such registration statement or amendment is duly declared effective pursuant to the Act and is not subject to any stop order which is not withdrawn, then such Holder shall be deemed to have waived its right to demand registration pursuant to Sections 7.3(a) and (b) until one year from the date of a demand registration request pursuant to the MEDIQ/Mesirow Agreements; provided, however, that if the demand registration rights referred to above shall be exercised within one year from the date when the Holder's rights would expire, and if the Market Price of the Common Stock (as defined in Section 8.1(vi)) shall be less than the Exercise Price at the time the Holder receives notice of the demand registration request pursuant to the MEDIQ/Mesirow Agreements, and during the period following such notice during which the Holder is permitted to notify the Company whether it will so include its Shares, the Holder shall only be deemed to have waived its right to demand registration pursuant to Sections 7.3(a) and (b) until one month prior to the date such Holder's rights would otherwise expire.

Demand Registration. (1) At any time commencing one year from the effective date of the registration statement hereof and expiring four (4) years thereafter, the Holders of the Representative's Warrants and/or Warrant Securities Stock representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Stock for nine (9) consecutive months by such Holders and any other holders of the Representative's Warrants and/or Warrant Securities Stock who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Representative's Warrants and the Warrant Securities Stock within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement hereof and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities Stock shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant SecuritiesStock; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (4) The Company shall include such Underwriter's Warrants in the Registration Statement relating to this offering and shall keep such Registration Statement current at least until the expiration of such Underwriter's Warrants or shall bear all of the costs of a new registration statement in the event the Underwriter"s Warrants are to be exercised. In the event the Company grants the public investors any benefits upon the exercise of the Public Redeemable Warrants not

Demand Registration. (1a) At any time commencing one year on the first date that the Company has been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period of at least 12 calendar months and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Placement Agent's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Placement Agent's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 ------- hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Placement Agent's Warrant and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their ------- respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders ------- representing a Majority of the Placement Agent's Warrants and/or Warrant Shares to all other registered Holders of the Placement Agent's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from during the effective date term of the registration statement and expiring four (4) years thereafterthis Warrant, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the CompanyIssuer, to have the Company Issuer prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company Issuer and counsel for the Underwriter Yankees and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company Issuer within ten (10) days after receiving notice from the Company Issuer of such request. (2b) The Company Issuer covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (31) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Issuer shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities, the Issuer agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities it shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine repurchase (9i) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto Warrant Securities at higher of the Market Price (as defined in Section 8. l(vi)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period in Section 7.4(a) and (ii) any and all Warrants at such Marker Price less the exercise price of such Warrant. (2) Such repurchase shall be at in immediately available funds and shall close within two (2) days after the expense later of (i) the expiration of the Holder period specified in Section 7.4(a) or Holders making such request(ii) the delivery of the written notice of election specified in this Section 7.3.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" Majority (as hereinafter defined) of such securities (assuming the exercise of all of the WarrantsWarrants in full) not previously sold pursuant to this Section 7 shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for GKM and the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine six (96) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten twenty (1020) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten five (105) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, any Holder of the Holders of Representative's Warrants and/or the Warrant Securities Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine six (96) consecutive months by any such Holders Holder of its Warrant SecuritiesShares; providedPROVIDED, howeverHOWEVER, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) No right of the Holders under this Section 7.3 shall be deemed to have been exercised if with respect to such right: (i) the requisite notice given by Holders pursuant to this Section 7.3 is withdrawn prior to the date of filing of a registration statement or if a registration statement filed by the Company under the Act pursuant to this Section 7.3 is withdrawn prior to its effective date, in either case, by written notice to the Company from the Holders of fifty percent (50%) or more of the Warrants and/or Warrant Shares to be included or which are included in such registration statement stating that such Holders have elected not to proceed with the offering contemplated by such registration statement because (i) a development in the Company's affairs has occurred or has become known to such Holders subsequent to the date of the notice by the Holders to the Company requesting registration of the Warrant Shares of the filing of such registration statement which, in the judgment of such Holders or the managing underwriter of the proposed public offering, adversely affects the market price of such Warrant Shares or (ii) a registration statement filed by the Company pursuant to this Section 7.3, in the reasonable opinion of counsel for such Holders or the managing underwriter of the proposed public offering, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which made (other than any such statement or omission relating to such Holders and based on information supplied or failed to be supplied by such Holders) and the Company has not, promptly after written notice thereof, corrected such statement or omission in an amendment filed to such registration statement pursuant to Section 7.4(m); or (ii) a registration statement pursuant to this Section 7.3 shall have become effective under the Securities Act and (i) the underwriters shall not purchase any Warrant Shares because of a failure of condition contained in the underwriting agreement (other than a condition to be performed by or within the control of the Holders) relating to the offering covered by such registration statement or (ii) less than eighty-five percent (85%) of the Warrant Shares included therein shall have been sold as a result of any stop order, injunction or other order or requirement of the Commission or other governmental agency or court.

Demand Registration. (1a) At any time commencing one year from on February ___, 2001 and expiring four years thereafter (which date is the fifth anniversary of the effective date of the registration statement and expiring four Registration Statement on Form SB-2 (4File No. 333-80849)) years thereafter(or such earlier time as the Warrant Securities are eligible for sale under Rule 144(k), the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) at least 50% of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.1 hereof), exercisable by written notice to the Company, on one occasion only to request to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and and, if either the Underwriter or a majority of the Holders electing to participate in the registration requested pursuant to this Section 7.2(a) have retained counsel in connection with such registration, counsel for each of the Underwriter and Holdersa majority of the Holders electing to participate in such registration, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company of their decision to join within ten (10) 15 days after receiving notice from the Company of such requestpursuant to Section 7.2(b). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.2 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i) 7.1 and Section 7.2(a), at any time commencing one year after the effective date of the registration statement February ___, 2001 and expiring four years thereafter (4or such earlier time as the Warrant Securities are eligible for sale under Rule 144(k)), any Holder(s) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have require the Company to prepare and file, on one occasion, with the Commission a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of counsel for the Company and, if either the Underwriter or a majority of the Holders electing to participate in the registration requested pursuant to this Section 7.2(c) have retained counsel in connection with such registration, counsel for each of the Underwriter and the majority of the Holders electing to participate in such registration, so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder(s) of its their respective Warrant Securities; , provided, however, that (i) a minimum of 50% of the Warrant Securities issuable upon exercise of the Warrants issued on the date hereof must be registered under such registration statement, and (ii) the provisions of Section (i)(27.3(b) hereof shall not apply to any such registration request and all reasonable costs, fees and expenses in connection therewith, including, without limitation, registration fees, legal and all costs incident thereto accounting fees, printing fees, blue sky fees and expenses, that have been approved in advance by a majority of the Holders participating in such registration, shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding the provisions of Sections 7.2(a) and 7.2(c), if the Company shall not have filed a registration statement relating to the Warrant Securities within the time period specified in Section 7.3(a) hereof, the Company shall have the obligation, upon the written notice of election of at least 50% of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities held by such persons at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.2(a) or (y) the expiration of the period specified in Section 7.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two days after the later of (i) the expiration of the period specified in Section 7.3(a) or (ii) the delivery of the written notice of election specified in this Section 7.2(d). (e) Notwithstanding the provisions of Sections 7.2(a) and (c), if at any time during which the Company is obligated to maintain the effectiveness of a registration statement pursuant to such Sections 7.2(a) and (c), the Company's Board of Directors, after the consultation with counsel to the Company (which counsel shall be experienced in securities matters) has determined in good faith that the filing of such registration statement or the compliance by the Company with its disclosure obligations thereunder would require the disclosure of material information which the Company has a bona fide business purpose for preserving as confidential, then the Company may delay the filing or the effectiveness of such registration statement (if not then filed or effective, as appropriate) and shall not be required to maintain the effectiveness thereof for a period expiring upon the earlier to occur of (i) the date on which such information is disclosed to the public or ceases to be material or the Company is so

Demand Registration. (1a) At any time commencing one year from during the effective date of the registration statement and expiring four (4) years thereafterRegistration Period, the Majority Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights granted under Section (i) 7.1 hereof), exercisable by written notice to the CompanyCompany (each such notice, a "Demand Registration Notice"), to have require that the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement and such other documents, including a prospectus, as may be necessary necessary, in the opinion of both counsel for the Company and Company, counsel for the Underwriter underwriters, if any, and counsel, if any, for the Majority Holders, in order to comply with the provisions of the Act, Securities Act so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine (9) consecutive months the period specified hereinbelow by such Majority Holders and any other holders Registered Holders of the Warrants and/or Warrant Registrable Securities who notify give written notice to the Company (a "Demand Registration Response") within ten (10) days after receiving notice from the Company (a "Registration Notice") of its receipt of such request. (2) The Demand Registration Notice, provided that the Company covenants and agrees is subject to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders the reporting requirements of the Warrants Exchange Act at the time the Company receives the Demand Registration Notice and the Warrant Securities within Demand Registration Response. Within ten (10) days from after the date of the Company's receipt of any Demand Registration Notice from a Registered Holder, the Company shall give a Registration Notice to all other Registered Holders with respect to such registration requestreceipt. (3b) In addition to The term "Majority Holders" shall mean Registered Holders owning, in the registration rights under this Section aggregate, more than fifty percent (50%) of the Registrable Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an Affiliate, officer, creditor, employee or agent thereof or any of their respective Affiliates, family members, or nominees and (ii) have not been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as under the Securities Act or pursuant to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant SecuritiesRule 144 promulgated thereunder; provided, however, that the provisions of Section (i)(2) hereof Majority Holders shall not apply be the Beneficial Owners of less than an aggregate of 35,000 Registrable Securities (the "Minimum Amount"); and provided, further, however, that in the event the piggyback registration rights pursuant to any such Section 7.1 hereof have not been available for exercise within the twelve-month period prior to the exercise of demand registration request and registration and all costs incident thereto rights pursuant to Section 7.2 hereof, the Minimum Amount shall be at the expense of the Holder or Holders making such requestreduced to zero.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by ------- written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all ------- other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the ------- written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the ------- Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per Unit on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration ------- of the period specified in Section 7.4(a) and (ii) any and all Warrants of such ------- Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall have be in immediately available funds and shall close within two (2) days after the rightlater of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified ------- in this Section 7.3(c). ------- (d) If all of the Holders are able to sell the Warrant Securities pursuant to Rule 144 under the Securities Act of 1933, exercisable by written request as amended, and without regard to the Companyvolume limitations thereunder, to have the Company prepare Holders' rights under Section ------- 7.2 and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (97.3(a) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestterminate.

Demand Registration. (1a) At So long as the Company shall have had any time commencing one year from of its securities registered under the effective date Act or the Exchange Act, then, until the expiration of the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the then outstanding Warrants) shall have the right on two separate occasions (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasiontwo occasions, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Agent and Holders, Holders in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months 120 days by such Holders Holder and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition All expenses (other than underwriting discounts and commissions) incurred in connection with registration, filings or qualification pursuant to the first registration rights under request made pursuant to subsection (a) of this Section 7.3, including, without limitation, all registration, listing, filing and qualification fees, printers and accounting fees and the fees and disbursements of counsel for the Holders participating in such shall be borne by the Company. Upon a second registration request pursuant to subsection (ia) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafterthis Section 7.3, the Holders of Representative's Warrants and/or Warrant Securities requesting registration shall have the right, exercisable by written request bear such costs on a pro-rata basis with respect to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders Agent's securities in respect of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestwhich they are requesting registration.

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date hereof, unless all of the Warrants issued or issuable have been exercised and the Holders of the Warrant Shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resaleable without registration statement and expiring four (4) years thereafterunder the Act, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Underwriters and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date hereof and expiring five (5) years after the date hereof, unless all of the registration statement Warrants issued or issuable have been exercised and expiring four (4) years thereafter, the Holders of Representative's the Warrant Shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resaleable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.to

Demand Registration. (1) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, EVEREN Securities, Inc. ("EVEREN") or holders of fifty percent (50%) or more of the Holders Registrable Securities issued or issuable upon exercise of the Warrants and/or Warrant Securities representing a issued to EVEREN (collectively, the "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the WarrantsInitiating Holders") shall have the right (which right is in addition to the registration rights under Section (i) 7.1 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and HoldersEVEREN or such holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine (9) consecutive months by such Holders holders and any other holders of the Warrants and/or Warrant Registrable Securities who notify the Company within ten twenty (1020) days after receiving notice from the Company of such request. Notwithstanding the provisions of this Section 7.2(a), the Company shall not be obligated to register any Registrable Securities pursuant to this Section 7.2(a) if the number of Warrant Shares requested to be registered pursuant to this Section 7.2(a) does not exceed 10,000 Warrant Shares. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.2 by any Holder holder or Holders holders to all other registered Holders of the Warrants and the Warrant Registrable Securities within ten five (105) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.1 and subsection (a) of this Section (i) 7.2, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, EVEREN or the Initiating Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request notice to the Company, to have the Company prepare and filefile with the Commission, on one occasion, with the Commission a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both the counsel for the Company and counsel for EVEREN or such holders, in order to comply with the provisions of the Act so as to permit a public offering and sale of their respective Registrable Securities for nine twelve (912) consecutive months by such Holders holders and any other holders of its Warrant SecuritiesRegistrable Securities who notify the Company within twenty (20) days after receiving notice from the Company of such request; provided, however, that the provisions of Section (i)(27.3(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder holder or Holders holders making such request. (d) No right of the holders under this Section 7.2 shall be deemed to have been exercised if with respect to such right: (A) the requisite notice given by holders pursuant to this Section 7.2 is withdrawn prior to the date of filing of a registration statement or if a registration statement filed by the Company under the Act pursuant to this Section 7.2 is withdrawn prior to its effective date, in either case, by written notice to the Company from EVEREN or the Initiating Holders to be included or which are included in such registration statement stating that such holders have elected not to proceed with the offering contemplated by such registration statement because (i) a development in the Company's affairs has occurred or has be-

Demand Registration. (1a) At any time commencing after _______ __, 2000 (one (1) year from the effective date of the registration statement Registration Statement) through and expiring four including __________ __, 2004 (4five (5) years thereafterfrom the effective date of the Registration Statement), the Holders of the Underwriters Warrants and/or Warrant Securities and Underwriters Units underlying the Underwriters Warrants, representing a "Majority" (as hereinafter defined) of such securities the Underwriters Units issuable upon the exercise of the Underwriters Warrants (assuming the exercise of all of the Underwriters Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 6.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), at on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Underwriters Warrants and Underwriters Units for nine (9) consecutive months by such Holders and any other holders Holders of the Underwriters Warrants and/or Warrant Securities and the Underwriters Units who shall notify the Company within ten (10) days after receiving notice from the Company of such request. Such registration and all costs incident thereof shall be at the expense of the Company, as provided in Section 6.4(b). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 6.3 by any Holder or Holders to all other registered Holders of the Underwriters Warrants and the Warrant Securities Underwriters Units within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 6.2 and subsection (a) of this Section (i) 6.3, at any time commencing one year after within the time period specified in Section 6.4(a) hereof, through and including _________ __, 2004 (five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement), any Holder of the Holders of Representative's Underwriters Warrants and/or Warrant Securities Underwriters Units, representing a Majority of the Underwriters Units issuable upon the exercise of the Underwriters Warrants (assuming the exercise of all of the Underwriters Warrants) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Underwriters Units, provided, however, that the provisions of Section (i)(26.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) The Company and the Holders agree that the Holders of Underwriters Warrants and Underwriters Units (the "Securities") will suffer damages if the Company fails to fulfill its obligations under this Section 6.3 and that ascertaining the extent of such damages with precision would not be feasible. Accordingly, the Company agrees to pay liquidated damages with respect to the Securities held by each Holder ("Liquidated Damages"), if: (i) any registration statement required to be filed pursuant to this Section 6.3 is not filed with the Commission on or prior to the date specified in Section 6.4(a) for such filing in this Agreement; (ii) any such registration statement has not been declared effective by the Commission on or prior to the earliest possible time but in no event later than 90 days after such filing; or (iii) any registration statement required to be filed pursuant to this Section 6.3 is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such registration statement that cures such failures and that is itself immediately declared effective; (each such event in clauses (i) through (iii) above being referred to herein as a "Registration Default"). The Liquidated Damages shall be an amount equal to (A) with respect to the first 90-day period immediately following the occurrence of a Registration Default, 10% of the number of Securities held by such Holder (pro-rated weekly), PLUS (B) an additional 10% of the number of Securities held by such Holder with respect to each 30-day period after the first 90 day period, until all Registration Defaults have been cured, up to 100% of the number of Securities held by such

Demand Registration. (1a) At any time commencing one year from after the effective date hereof and expiring __________, 2001 [the day before the 5th anniversary of the registration statement and expiring four (4) years thereafterclosing of the subject public offering], the Holders Holder(s) of the Warrants and/or any Warrant Securities representing a "Majority" (as hereinafter definedcalculated in accordance with Section 7.4(m) hereof) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and HoldersHolder(s), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrants and Warrant Securities for nine (9) consecutive months by such Holders Holder(s) and any other holders Holder(s) of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (iwhether such request is made pursuant to Section 7.3(a) or Section 7.3(c) hereof) by any Holder or Holders Holder(s) to all other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i) 7.2 and Section 7.3(a), at any time commencing one year after the effective date hereof and expiring ____________, 2001 [the day before the 5th anniversary of the registration statement and expiring four (4closing of the subject public offering], any Holder(s) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder(s) of its or their Warrants and/or Warrant Securities; provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders Holder(s) making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrants and the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) hereof of the Holder(s) of a Majority of the Warrants and/or the Warrant Securities, the Company, at its option (and with written notice of the election to such effect of all Holder(s) of the Warrants and/or the Warrant Securities), may repurchase (i) any and all Securities at the higher of the Market Price per share of Common Stock and per Redeemable Warrant, determined as of (x) the date of the notice sent pursuant to Section

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders Holder of the Warrants Warrant and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the WarrantsWarrant) shall have the one-time right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, ) a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Nutmeg and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine six (96) consecutive months by such Holders and any other holders Holder of the Warrants Warrant and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants Warrant and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration rights under this statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrant and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrant and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at any time commencing one year after the effective higher of the Market Price per share of Common Stock on (x) the date of the registration statement notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and expiring four (4ii) years thereafterany and all Warrant of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) If all of the Holders are able to sell the Warrant Securities pursuant to Rule 144 under the Securities Act of 1933, as amended, and without regard to the volume limitations thereunder, the Holders of Representative's Warrants and/or Warrant Securities Holders' rights under Section 7.2 and 7.3(a) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestterminate.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and such Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders holder of its Warrant Securities; provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder holder or Holders holders of Warrants and/or Warrant Securities making such request.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter QIU and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) The Company shall be entitled to delay filing any registration statement requested under this Section 7.3 in the event that, in the good faith judgment of the Company's Board of Directors upon the reasonable advise of counsel, such filing would materially and adversely interfere with any transaction then contemplated by the Company; provided however that no such delay shall exceed one hundred eighty (180) days in duration.

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement Registration Statement and expiring four (4) years thereafterMay 9, 2001, the Holders Holder(s) of the Warrants and/or any Warrant Securities representing a "Majority" (as hereinafter definedcalculated in accordance with Section 7.4(m) hereof) of such securities (assuming the exercise of all of the Warrants) shall have the right ------- (which right is in addition to the registration rights under Section (i) 7.2 ------- hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and HoldersHolder(s), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrants and Warrant Securities for nine (9) consecutive months by such Holders Holder(s) and any other holders Holder(s) of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (iwhether such request is made ------- pursuant to Section 7.3(a) or Section 7.3(c) hereof) by any Holder or Holders Holder(s) to all ------- ------- other registered Holders Holder(s) of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i) 7.2 and ------- Section 7.3(a), at any time commencing one year after the effective date of the registration statement ------- Registration Statement and expiring four (4May 9, 2001, any Holder(s) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder(s) of its or their Warrants and/or Warrant Securities; provided, however, that the provisions of Section ----------------- ------- 7.4 (i)(2b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders Holder(s) making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrants and the Warrant Securities within the time period specified in Section 7.4(a) hereof ------- pursuant to the written notice specified in Section 7.3(a) hereof of the ------- Holder(s) of a Majority of the Warrants and/or the Warrant Securities, the Company, at its option (and with written notice of the election to such effect of all Holder(s) of the Warrants and/or the Warrant Securities), may repurchase (i) any and all Securities at the higher of the Market Price per share of Common Stock determined as of (x) the date of the notice sent pursuant to Section ------- 7.3(a) hereof or (y) the expiration of the period specified in Section 7.4(a) ------- hereof and (ii) the other securities, if any, issuable upon exercise of the Warrants at a price agreed upon by the Company and a Majority of the Holder(s) of the Warrants and all such other securities. If the Company elects the repurchase option, the repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) hereof or (ii) the delivery of the written ------- notice of election specified in this Section 7.3(d). -------

Demand Registration. (1a) At any time commencing one year after the date hereof and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterhereof, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) SECTION 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) SECTION 7.3 by any Holder or Holders to all other registered Holders of the 7 Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under SECTION 7.2 and subsection (a) of this Section (i) SECTION 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(2SECTION 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in SECTION 7.4(a) hereof pursuant to the written notice specified in SECTION 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to SECTION 7.3(a) or (y) the expiration of the period specified in SECTION 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in SECTION 7.4(a) or (ii) the delivery of the written notice of election specified in this SECTION 7.3(d).

Demand Registration. (1a) At any time commencing one year from six (6) months after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per Share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year on the first date that the Company has been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period of at least 12 calendar months and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, ------- to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Representative's Warrant and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such requestpursuant to Section 9.3(b) hereof (collectively, the ------- "Requesting Holders") of their respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders ------- representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year after ________________, 1999 (12 months from the effective date of Effective Date) through and including ___________________, 2003 (60 months from the registration statement and expiring four (4) years thereafterEffective Date), the Holders of the Warrants Representative's Purchase Options and/or Warrant Securities Units underlying same representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the WarrantsRepresentative's Purchase Options) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Units underlying same for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Purchase Options and/or Warrant Securities Units underlying same who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants Representative's Purchase Options and the Warrant Securities Units underlying same within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after , 1999 (12 months from the effective date Effective Date) through and including , 2003 (60 months from the Effective Date), any Holder or Holders of the registration statement and expiring four (4) years thereafter, the Holders a Majority of Representative's Warrants Purchase Options and/or Warrant Securities the Units underlying same shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders of its Warrant Securities; Holder or Holders, provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Units, the shares of Preferred Stock, the Preferred Warrants and the shares of Preferred Stock underlying the Preferred Warrants underlying the Representative's Purchase Options within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Representative's Purchase Options and/or Units underlying same, the Company agrees that upon the written notice of election of a Majority of the Holders of the Representative's Purchase Options and/or Units underlying same it shall repurchase (i) any and all Units underlying the Representative's Purchase Options at the higher of Market Price per Unit of the Units on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a). Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement on October __, 1998 and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) more than 50% of such securities at that time outstanding (assuming the exercise of all of the Warrants) ), shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, Holders in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) business days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or the majority of the Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) business days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement on October __, 1998 and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities representing more than 50% of such securities at the time outstanding (assuming the exercise of all of the Warrants) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders of its their Warrant Securities; provided, however, that the provisions of Section (i)(27.5(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement on _________, 200[2] and expiring four ____ (4___) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) more than ____% of such securities at that time outstanding (assuming the exercise of all of the Warrants) ), shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, Holders in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine _____ (9___) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten ____ (10___) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or the majority of the Holders to all other registered Holders of the Warrants and the Warrant Securities within ten ___ (10___) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement on _________, 200[2] and expiring four _____ (4___) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities representing more than ____% of such securities at the time outstanding (assuming the exercise of all of the Warrants) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine _____ (9___) consecutive months by any such Holders Holder of its Warrant Securities; provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year on the first date that the Company has been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period of at least 12 calendar months and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Placement Agent's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Placement Agent's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to ------- have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of ------- their respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders ------- representing a Majority of the Placement Agent's Warrants and/or Warrant Shares to all other registered Holders of the Placement Agent's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year after ______________, 1997 (12 months from the effective date of Effective Date) through and including ______________, 2001 (60 months from the registration statement and expiring four (4) years thereafterEffective Date), the Holders of the Underwriter's Warrants and/or Warrant Securities Common Stock and Warrants underlying same representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Common Stock and Warrants underlying same for nine (9) consecutive months by such Holders and any other holders Holders of the Underwriter's Warrants and/or Warrant Securities Common Stock and Warrants underlying same who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Common Stock and Warrants underlying same within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after ______________, 1997 (12 months from the effective date of Effective Date) through and including ______________, 2001 (60 months from the registration statement and expiring four (4) years thereafterEffective Date), the any Holder or Holders of Representativea Majority of Underwriter's Warrants and/or Warrant Securities shares of Common Stock and Warrants underlying same shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders of its Warrant Securities; Holder or Holders, provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the shares of Common Stock, Warrants and shares of Common Stock underlying the Underwriter's Warrants within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Underwriter's Warrants and/or shares of Common Stock and Warrants underlying same, the Company agrees that upon the written notice of election of a Majority of the Holders of the Underwriter's Warrants and/or Common Stock and Warrants underlying same it shall repurchase (i) any and all Common Stock and Warrants underlying the Underwriter's Warrants at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the exercise prices of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Initial Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Securities (assuming the exercise of all of the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company use its best efforts to prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form SB-2 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Underwriters' Securities by such Holders and any other holders Holders of the Underwriters' Warrants and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from described in Section 7(b)(2). The Holders of the Company of such requestUnderwriters' Warrants may demand registration without exercising the Underwriters' Warrants, and are never required to exercise same. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Underwriters' Securities within ten (10) business days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriters' Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters' Warrants and/or Underwriters' Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Initial Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriters' Warrants, or the Majority in interest of the Underwriters' Securities (assuming the exercise of all of the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form SB-2 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Underwriters' Securities by such Holders and any other holders Holders of the Underwriters' Warrants and/or Warrant the Underwriters' Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice from described in Section 7(b)(2). The Holders of the Company of such requestUnderwriters' Warrants may demand registration without exercising the Underwriters' Warrants, and are never required to exercise same. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Underwriters' Warrants and the Warrant Underwriters' Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriters' Warrants or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriters' Warrants or Underwriters' Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement hereof and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities Securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request, provided that the holders of the Warrants and/or Warrant Securities have purchased the Warrant Securities prior to any such registration statement being filed. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities shall have the rightrequesting such registration, exercisable by written request to the Company, to have the Company prepare repurchase (i) any and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by all Warrant Securities of such Holders at the higher of its Warrant Securities; provided, however, that the provisions Market Price per share of Preferred Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (i)(2y) hereof shall not apply to the expiration of the period specified in Section 7.4(a) and (ii) any such registration request and registration and all costs incident thereto Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be at in immediately available funds and shall close within two (2) days after the expense later of (i) the expiration of the Holder period specified in Section 7.4(a) or Holders making such request(ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. On any one (1) At occasion commencing at any time commencing one (1) year from after the effective date of the registration statement Effective Date and expiring four five (45) years thereafterafter the Effective Date, the Holders of the Warrants and/or and the Warrant Securities Shares representing at least a "Majority" Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, ) a registration statement on Form S-1, SB-2 (or other ▇▇▇▇▇▇▇▇▇te form) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale sale, for a period of their respective not less than twelve (12) months, of the Warrant Securities for nine (9) consecutive months Shares by such Holders Holders, and any other holders Holders of the Warrants and/or Warrant Securities Shares who shall notify the Company within ten thirty (1030) business days after receiving receipt of the notice from described in the Company of such request. (2) succeeding sentence. The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder Holder(s) of Warrants or Holders Warrants Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition . For purposes of this Agreement, the term "Majority," or any stated percentage, in reference to the registration rights under this Section Holders of the Warrants and/or Warrant Shares or any category thereof, shall mean the Holders of Warrant Shares and Warrants or category thereof representing, in the aggregate, in excess of fifty percent (50%) or such other stated percentage of the then-outstanding Warrant Shares and Warrant Shares or category thereof into which then-outstanding Warrants or category thereof are then exercisable, excluding all Warrant Shares and Warrants that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are held by written request to the Company, an affiliate, officer, director, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a under the 1933 Act. For the purposes of subsection (i) above, the Underwriters and their respective officers, directors, employees and agents shall not be deemed to be affiliates, officers, directors, employees or agents of the Company. No registration statement so as filed pursuant to permit this demand registration provision (without the consent of the Holders holding a public offering Majority of the Warrant Shares requested to be registered pursuant to such registration statement) may relate to any securities other than the Warrant Shares, and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply no other securities may be sold incidentally to any such registration request and registration and all costs incident thereto shall be at the expense underwritten public offering of the Holder or Holders making such requestWarrant Shares so registered.

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Underwriter's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Underwriter's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be maybe necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriter's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Underwriter's Warrants and/or Warrant Shares to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one one(1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of Representativea Majority of the Underwriter's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a

Demand Registration. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Company shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities shall have the rightrequesting such registration, exercisable by written request to the Company, to have the Company prepare repurchase (i) any and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by all Warrant Securities of such Holders at the higher of its Warrant Securities; providedthe Market Price per share of Common Stock and per Underlying Warrant, however, that determined as of (x) the provisions date of the notice sent pursuant to Section 7.3(a) or (i)(2y) hereof shall not apply to the expiration of the period specified in Section 7.4(a) and (ii) any such registration request and registration and all costs incident thereto Warrants of such Holders at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be at in immediately available funds and shall close within two (2) days after the expense later of (i) the expiration of the Holder period specified in Section 7.4(a) or Holders making such request(ii) the delivery of the written notice of election specified in this Section 7.3(c).

Demand Registration. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Underwriter's Warrant, or the Majority in interest of the Underwriter's Securities (assuming the exercise of all of the WarrantsUnderwriter's Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement and such on Form SB-2, S-1 or other appropriate form, ▇▇▇ ▇▇▇▇ other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, of their respective Warrant the Underwriter's Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriter=s Warrant and/or Warrant the Underwriter's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Underwriter's Warrant may demand registration prior to exercising the Underwriter's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Underwriter's Warrant and the Warrant Underwriter's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Underwriter's Warrant or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Underwriter's Warrant or Underwriter's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1) At any time commencing one year from after the effective date of the registration statement Registration Statement and expiring four ending on the fifth (45th) years thereafteranniversary of the effective date of the Registration Statement, the Holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriters Warrants) (the Initiating Holders) shall have the right (which right is in addition to the registration rights under Section (i) 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine up to two hundred and seventy (9270) consecutive months days by such Holders and a y other Holders of Registrable Securities, as well as any other security holders of the Warrants and/or Warrant Securities possessing similar registration rights, who notify the Company within ten twenty-one (1021) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.4 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days from after the date of the receipt of any such registration request. (3) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 7.4(a) hereof. The right of any Holder to registration pursuant to this Section 7.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent and subject to the limitations provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. (4) The Company shall (together with all Holders, officers, directors and other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the Underwriter of the underwriters selected for such underwriting by the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Underwriter. Notwithstanding any other provision of this Section 7.4, if the Underwriter of the underwriter or underwriters advises the Initiating Holders in writing that marketing factors require a limitation or elimination of the number of shares of Common Stock or other securities to be underwritten, the Underwriter may limit the number of shares of Common Stock or other securities to be included in the registration and underwriting. The Company shall so advise the Underwriter and all Holders of Registrable Securities requesting registration, and the number of shares of Common Stock or other securities that are en titled to be included in the registration and underwriting shall be allocated among the Underwriter and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any Holder of Registrable Securities who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such person may elect to withdraw its securities therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any securities so excluded shall be withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 7.4(d), the Company or underwriter or underwriters selec ▇▇▇ as provided above may round the number of securities of any holder which may be included in such registration to the nearest 100 shares. (5) In the event that the Initiating Holders are unable to sell all of the Registrable Securities for which they have requested registration due to the provisions of Section 7.4(d) hereof and if, at that time, the Initiating Holders are not permitted to sell Registrable Securities under Rule 144(k), the Initiating Holders shall be entitled to require the Company to afford the Initiating Holders an opportunity to effect one additional demand registration under this Section 7.4. (6) In addition to the registration rights under this Section 7.3 and subsection (ia) of Section 7.4 hereof, at any time commencing one year after on the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders thereafter any Holder of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months 270 days by any such Holders Holder of its Warrant Securities; Registrable Securities provided, however, that the provisions of Section (i)(27.5(b) hereof hereof, shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders Holder's making such request. (7) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Registrable Securities of the Initiating Holders or the Holder(s) referred to in Section 7.5(f) above (the Paying Holders), within the time period specified in Section 7.5(a) below, the Company shall upon the written notice of election of the Initiating Holders or the Paying Holders, as the case may be, repurchase (i) any and all Shares and/or Underlying Warrants at the higher of the Market Price per share of Common Stock or per Underlying Warrant, as the case may be, on (x) the date of the notice sent to the Company under Section 7.4(a) or (f), as the case may be, or (y) the expiration of the period specified in Section 7.5(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within five (5) business days after the expiration of the period specified in Section 7.5(a).

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement after December 23, 1998 through and expiring four (4) years thereafterincluding December 23, 2001, the Holders of the Warrants and/or and Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming for this purpose the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have cause the Company to prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of all or any portion of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify elect to participate by notice to the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3b) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date prior to December 23, 2001, any Holder of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or or Warrant Securities Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale of all or any portion of their Warrant Shares for nine (9) consecutive months by such Holder and any other Holders of its Warrant Securitiesthe Warrants who elect to participate by notice to the Company within ten days after receiving notice from the Company of such request; provided, however, that the provisions of Section (i)(27.4(c) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request or electing to participate. (c) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Shares within ten (10) days from the date of the receipt of any such registration request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Shares, the Company agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Shares it shall repurchase (i) any and all Warrant Shares at the arithmetic average Market Price (as defined in Section 8.1(a)) per share of Common Stock on each of the days when the market shall be open during the seventy-five (75) calendar days following the date of the notice sent pursuant to Section 7.3(a) and (ii) any and all Warrants at such average Market Price less the lowest Exercise Price of such Warrants during such seventy-five (75) day period. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d). (e) Any notice from Holders to cause a registration under Section 7.3(a) or (b) which does not result in a registration statement which is duly declared effective pursuant to the Act in accordance with the terms hereof or as to which a stop order is issued and not withdrawn shall not constitute a exercise of the Holders' rights under such Sections, respectively. (f) Notwithstanding the provisions of Sections 7.3(a) above, if upon exercise of the demand registration rights set forth in the Registration Rights Agreements dated August 5, 1988, by and among the Company and the signatories thereto, as amended (the "MEDIQ/Mesirow Agreements"), a Holder declines to exercise its right to include Warrant Shares in such registration statement or post-effective amendment and such registration statement or amendment is duly declared effective pursuant to the Act and is not subject to any stop order which is not withdrawn, then such Holder shall be deemed to have waived its right to demand registration pursuant to Sections 7.3(a) and (b) until one year from the date of a demand registration request pursuant to the MEDIQ/Mesirow Agreements; provided, however, that if the demand registration rights referred to above shall be exercised within one year from the date when the Holder's rights would expire, and if the market price of the Common Stock (which shall equal the average of the bid and ask price of the Common Stock as quoted on the National Association of Securities Dealers' Automated Quotation System) shall be less than the Exercise Price at the time the Holder receives notice of the demand registration request pursuant to the MEDIQ/Mesirow Agreements, and during the period following such notice during which the Holder is permitted to notify the Company whether it will so include its Shares, the Holder shall only be deemed to have waived its right to demand registration pursuant to Sections 7.3(a) and (b) until one month prior to the date such Holder's rights would otherwise expire.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement January 1, 1997 and expiring four (4) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Warrants and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one year after the effective date of the registration statement January 1, 1997 and expiring four (4) years thereafteron the Expiration Date, the Holders of Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Shares requested to be registered by such Holders have been sold; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one (1) year after the effective date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Representative's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the effective date of the Registration Statement, the Holders of a Majority of the Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. If the Holders have exercised their rights under Section 9.3(a) then the Holders may not exercise their rights under Section 9.3(c) for a period of six (6) months following the effective date of any registration statement filed pursuant to Section 9.3(a). (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Representative's Warrants and/or Warrant Shares, the Company, at its option, may repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement on July ___, 1998 and expiring four (4) years thereafterthereafter (which date is the fifth anniversary of the effective date of the Registration Statement on Form SB-2 (File No. 333-26855)) (or such earlier time as the Warrant Securities are eligible for sale under Rule 144(k), the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) at least 26% of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.1 hereof), exercisable by written notice to the Company, on one occasion only to request to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and and, if either the Representative or a majority of the Holders electing to participate in the registration requested pursuant to this Section 7.2(a) have retained counsel in connection with such registration, counsel for the Underwriter and Holders, in order to comply with the provisions each of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request.Representative and (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.2 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i) 7.1 and Section 7.2(a), at any time commencing one year after the effective date of the registration statement July __, 1998 and expiring four six (46) years thereafterthereafter (or such earlier time as the Warrant Securities are eligible for sale under Rule 144(k)), the Holders any Holder(s) of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have require the Company to prepare and file, on one occasion, with the Commission a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of counsel for the Company and, if either the Representative or a majority of the Holders electing to participate in the registration requested pursuant to this Section 7.2(c) have retained counsel in connection with such registration, counsel for each of the Representative and the majority of the Holders electing to participate in such registration, so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder(s) of its their respective Warrant Securities; , provided, however, that (i) a minimum of 26% of the Warrant Securities issuable upon exercise of the Warrants issued on the date hereof must be registered under such registration statement, and (ii) the provisions of Section (i)(27.3(b) hereof shall not apply to any such registration request and all reasonable costs, fees and expenses in connection therewith, including, without limitation, registration fees, legal and all costs incident thereto accounting fees, printing fees, blue sky fees and expenses, that have been approved in advance by a majority of the Holders participating in such registration, shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding the provisions of Sections 7.2(a) and 7.2(c), if the Company shall not have filed a registration statement relating to the Warrant Securities within the time period specified in Section 7.3(a) hereof, the Company shall have the obligation, upon the written notice of election of at least 26% of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities held by such persons at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.2(a) or (y) the expiration of the period specified in Section 7.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.3(a) or (ii) the delivery of the written notice of election specified in this Section 7.2(d). (e) Notwithstanding the provisions of Sections 7.2(a) and (c), if at any time during which the Company is obligated to maintain the effectiveness of a registration statement pursuant to such Sections 7.2(a) and (c), the Company's Board of Directors, after the consultation with counsel to the Company (which counsel shall be experienced in securities matters) has determined in good faith that the filing of such registration statement or the compliance by the Company with its disclosure obligations thereunder would require the disclosure of material information which the Company has a bona fide business purpose for preserving as confidential, then the Company may delay the filing or the effectiveness of such registration statement (if not then filed or effective, as appropriate) and shall not be required to maintain the effectiveness thereof for a period expiring upon the earlier to occur of (i) the date on which such information is disclosed to the public or ceases to be material or the Company is so able to comply with its disclosure obligations or (ii) 30 days after the Company's Board of Directors makes such good faith determination. There shall not be more than one such delay period with respect to any registration pursuant to Section 7.2(a) or (c). Notice of any such delay period and of the termination thereof will be promptly delivered by the Company to each Holder and shall be maintained in confidence by each such Holder.

Demand Registration. (1a) At In the event that: (i) counsel satisfactory to the Underwriter is of the opinion that the Net Issuance Exercise of this Warrant by the Underwriter as provided in Section 7(G.1) is not permissible; (ii) the Company is eligible to file a registration statement on Form S-3 under the Securities Act of 1933, (iii) Company Counsel is unable to furnish the opinion letter under section 16, and (iv) the Company has received or will receive the payment of $50,000 of the Exercise Price of this Common Stock Purchase Warrant in cash, then upon the demand of the Underwriter at any time commencing at least one year from the effective date of the registration statement Registration Sstatement and expiring four (4) years thereafter, provided that the conditions of subparagraphs (i) through (iv) above have been satisfied, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 8) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement on Form S-3 and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i9(a) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i9) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(29)(a) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement on ________ __, 1998 and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) more than 50% of such securities at that time outstanding (assuming the exercise of all of the Warrants) ), shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, Holders in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or the majority of the Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement on _______ __, 1998 and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities representing more than 50% of such securities at the time outstanding (assuming the exercise of all of the Warrants) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one (1) year from after the effective date of the registration statement Effective Date and expiring four five (45) years thereafter, the Holders of the Underwriter's Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Underwriter's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be maybe necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Underwriter's Warrant and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares for the earlier of (i) six (6) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Underwriter's Warrants and/or Warrant Shares to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition The Company shall not be required to the registration rights under this Section (i) at any time commencing one year after the effective date of the file a registration statement and expiring four for the Warrant Shares if, within twenty (420) years thereafterdays after its receipt of a notice pursuant to Section 9.3(a), the it provides written notice (a "Repurchase Notice") to all registered Holders of Representativeits intention to repurchase any and all Underwriter's Warrants and/or Warrant Securities Shares. The repurchase price shall be equal to (i) with respect to the Underwriter's Warrants, the difference between the Market Price (as defined in Section 9.3(e)) per share of Common Stock on the date of the notice sent pursuant to Section 9.3(a) and the exercise price of the Underwriter's Warrants and (ii) with respect to the Warrant Shares, the Market Price (as defined in Section 9.3(e)) per share of Common Stock on the date of the notice sent pursuant to Section 9.3(a). All Holders who desire to participate in such repurchase shall notify the Company in writing within ten (10) days of their receipt of a Repurchase Notice. Such repurchase shall be in immediately available funds and shall close within two (2) days after the expiration of the ten (10) day period specified in the preceding sentence. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the rightWarrant Shares within the time period specified in Section 9.4(a) hereof pursuant to the written notice specified in Section 9.3(a) of the Holders of a Majority of the Underwriter's Warrants and/or Warrant Shares, exercisable by written request to the Company, at the option of the Holders of a Majority, will be required to have repurchase (i) any and all Warrant Shares at the higher of the Market Price (as defined in Section 9.3(e)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 9.3(a) or (y) the expiration of the period specified in Section 9.4(a) and (ii) any and all Underwriter's Warrants at such Market Price per share of Common Stock less the Exercise Price of such Underwriter's Warrants. The Holders of a Majority shall notify the Company prepare and file, on one occasion, with the Commission a registration statement so as in writing of their election to permit a public offering and sale for nine (9) consecutive months by require such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto repurchase. Such repurchase shall be at the expense of the Holder or Holders making such request.in immediately available funds and shall close within two

Demand Registration. (1a) At any time commencing one year after ______________, 1997 (12 months from the effective date of Effective Date) through and including ______________, 2001 (60 months from the registration statement and expiring four (4) years thereafterEffective Date), the Holders of the Underwriter's Warrants and/or Warrant Securities Common Stock underlying same representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Common Stock underlying same for nine (9) consecutive months by such Holders and any other holders Holders of the Underwriter's Warrants and/or Warrant Securities Common Stock underlying same who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Common Stock underlying same within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after ______________, 1997 (12 months from the effective date of Effective Date) through and including ______________, 2001 (60 months from the registration statement and expiring four (4) years thereafterEffective Date), the any Holder or Holders of Representativea Majority of Underwriter's Warrants and/or Warrant Securities shares of Common Stock underlying same shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders of its Warrant Securities; Holder or Holders, provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.of