Common use of Demand Registration Clause in Contracts

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) 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

Demand Registration. (a1) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) 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 7.2 (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 Representative 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. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (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. (c3) Notwithstanding anything In addition to the contrary contained hereinregistration 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, if 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 shall not have filed 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 Warrant Securities within the time period specified in provisions of Section 7.4(a(i)(2) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the effective date, 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative _______________ 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under SECTION 7.1 and subsection (a) of this SECTION 7.2, at any time commencing after the date hereof and expiring five (5) years from the effective date, 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 Holder of its Warrant Securities, provided, however, that the provisions of SECTION 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 7.4(aSECTION 7.3(a) hereof pursuant to the written notice specified in Section 7.3(aSECTION 7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon 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. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Public Offering (5) 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 Warrants and the Redeemable Warrants underlying the WarrantsUnderwriter's Warrant) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative 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 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. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(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. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference 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 Underwriter's Warrant or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Underwriter's Warrant or Underwriter's Securities that (i) are not held by 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 the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Initial Public Offering (5) 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 Warrants and the Redeemable Warrants underlying the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative 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 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. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(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. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference 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 Underwriters' Warrants and/or Warrant or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Underwriters' Warrants or Underwriters' Securities that (i) are not held by 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 the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (a) At any time commencing after the effective date Closing Date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) 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, uponupon 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 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of Section 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.

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Public Offering (5) 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 Warrants and the Redeemable Warrants underlying the WarrantsUnderwriter's Warrant) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative 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 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. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(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. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference 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 Underwriter's Warrant or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Underwriter's Warrant or Underwriter's Securities that (i) are not held by 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 the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of Section 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 may, at its option, uponupon 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. (a) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five (5) 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 7.2 (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 Representative 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (9) at any time commencing one year after the effective date of the registration statement and expiring five (5) years thereafter, if 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 shall not have filed 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 Warrant Securities within the time period specified in provisions of Section 7.4(a(9)(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. Without limitation to Section 7.1(b) above: (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under 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 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 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. (b) 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 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.2 hereof and subsection (a) of this Section 7.3, if at any time, 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 shall not have filed 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 within covered by such registration statement have been sold pursuant thereto) by any such Holder of its Warrant Securities; provided, however, that the time period specified in provisions of Section 7.4(a7.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Public Offering (5) 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 Warrants and the Redeemable Warrants underlying the WarrantsUnderwriters' Warrant) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative 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 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. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(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. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference 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 Underwriters' Warrant or Underwriters' Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Underwriters' Warrant or Underwriters' Securities that (i) are not held by 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 the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration 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 Representatives' Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, 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, the Holders of a Majority of the Representatives' Warrants and/or 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 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 such Holders; provided, however, that the provisions of Section 9.4(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 Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Representatives' Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay 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. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) 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, uponupon 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 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of Section 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.

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of Closing, 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 Representative's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, 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, the Holders of a Majority of the Representative's Warrants and/or 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 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 such Holders; provided, however, that the provisions of Section 9.4(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 Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Representative's Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay 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. (a) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) 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 7.2 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 Representative 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (9) 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section 9 at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, if 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 shall not have filed 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 Warrant Securities within the time period specified in provisions of Section 7.4(a9(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time For a period commencing after on the effective date of the public offering hereof Effective Date, and expiring ending five (5) years thereafterfrom the Closing 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under 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 Representative 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 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. (b) 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 Shares within ten (10) days from after the date of the receipt of any such registration request. (c) Notwithstanding anything In addition 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 rights under Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a7.2 and subsection (a) of this Section 7.3, for a Majority period commencing on the Effective Date, and ending five (5) years from the Closing Date, unless all of the Warrants issued and 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 resalable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Securities, the Company Shares shall have the optionright, uponexercisable 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 Holder of its Warrant Shares, provided, however, that the provisions of Section 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.

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration 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 Underwriter's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, 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, the Holders of a Majority of the Underwriter's Warrants and/or 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 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 such Holders; provided, however, that the provisions of Section 9.4(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 Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upona Majority

Demand Registration. (a) At any time commencing six months after the effective date of the public offering hereof Engagement Date and expiring five (5) 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 Financial Advisor's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing one (1) year after the Closing Date and expiring five (5) years after the Closing Date, the Holders of a Majority of the Financial Advisor's Warrants and/or 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 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 such Holders; provided, however, that the provisions of Section 9.4(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 Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Financial Advisor's Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay 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. (a) At any time commencing after the effective date of the public offering hereof February 26, 2000 and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 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 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 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"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing February 26, 2000 and expiring on the Expiration Date, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission a registration statement for so as to permit a public offering and sale by such Holders of their respective Warrant Shares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Securities within Shares requested to be registered by such Holders have been sold; provided, however, that the time period specified in provisions of Section 7.4(a9.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 Representative 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. (b) 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. (c) 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, uponupon 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 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of Section 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.

Demand Registration. (a) At any time commencing after the effective date expiration of the public offering hereof 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 five after such earlier date), upon the written request (5a “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 and the Redeemable Warrants underlying the Warrants) Partnership shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative 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. (b) 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 7.3 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. (c) Notwithstanding anything 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 contrary contained herein, if extent necessary to ensure that it is available for the Company resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and shall not have filed 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 for (as defined in Rule 405 under the Warrant Securities within Act) or any successor form thereto. The Partnership shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the time period specified in Section 7.4(aSecurities Act)) hereof pursuant to during 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, uponEffectiveness Period.

Demand Registration. (a) At Subject to the provisions of Section 2.7, at any time commencing and from time to time on or after the effective date the closing of the public offering hereof Transactions, each of (i) the Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Gores Holders (the “Gores Demanding Holders”), (ii) the Parent Demanding Holders, and expiring five (5iii) years thereafterParent (together with the Gores Demanding Holders, the Parent Demanding Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on (1) Form F-1 or (2) if available, Form F-3, which in the case of either clause (1) or (2), may be a shelf Registration Statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration (and, in any event, within twenty days of its receipt of such Demand Registration, notify, in writing all other Holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" (as hereinafter defined) of such securities demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (assuming the exercise each such Holder that includes all or a portion of all of the Warrants and the Redeemable Warrants underlying the Warrantssuch Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to so notify the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission")in writing, 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such requestwritten notification from a Requesting Holder(s) to the Company, subject to Section 2.2(d), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. (b) The Notwithstanding the provisions of Section 2.2(a) or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company covenants and agrees to give written notice has complied with all of any registration request its obligations under this Section 7.3 Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any Holder stop order or Holders to all other registered Holders injunction of the Warrants Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (1) such stop order or injunction is removed, rescinded or otherwise terminated, and (2) a majority-in-interest of the Warrant Securities within Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than ten (10) days from after the date removal, rescission or other termination of such stop order or injunction, of such election; provided, further, that the receipt of any such registration requestCompany shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration by the same Demand Holder becomes effective or is subsequently terminated. (c) Notwithstanding anything Subject to the contrary contained hereinprovisions of Section 2.2(d) and Section 2.7, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2(c), subject to Section 3.3 and Article IV, shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration, which Underwriter(s) shall be reasonably satisfactory to the Company. (d) If a Demand Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that, in its opinion, the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Registrable Securities or other equity securities that the Company desires to sell for its own account and the Registrable Securities, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the total amount of Registrable Securities held by each such Demanding Holder and Requesting Holder (if any) (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not have filed been reached under the foregoing clause (i), the Registrable Securities or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities or other equity securities of other persons or entities that the Company is obligated to register in a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the written notice specified in Section 7.3(a) Maximum Number of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, upon.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafter, the The Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all Majority of the Warrants and the Redeemable Warrants underlying the Warrants) Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 by such Holders and any other 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) (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. (b) The Company covenants and agrees to shall give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 9.2 and subsection (a) 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 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 hereinin this Agreement, if the Company shall has not have filed a registration statement for the Warrants and Warrant Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a), 9.3(c) or 9.3(d) of the Holders of a Majority of the Holders of the Warrants and/or and Warrant SecuritiesShares, the Company shall have repurchase (i) any and all Warrant Shares at the optionhigher of the Market Price per share of Common Stock on (A) the date of the notice sent pursuant to Section 9.3(a), upon9.3(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. (a) At any time commencing after the effective date of the public offering hereof Registration Statement and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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 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 the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Holders of Warrants and/or 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 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; provided, however, that the provisions of Section 9.4(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 Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay 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. (a) At any time commencing after the effective date of the public offering hereof Engagement Date and expiring five (5) 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 Financial Advisor's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, at any time commencing one (1) year after the Closing Date and expiring five (5) years after the Closing Date, the Holders of a Majority of the Financial Advisor's Warrants and/or 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 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 such Holders; provided, however, that the provisions of Section 9.4(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 Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Financial Advisor's Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay 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. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Public Offering (5) 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 Warrants and the Redeemable Warrants underlying the WarrantsRepresentative's Warrant) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative 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 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). (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(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. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference 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 Representative's Warrant or Representative's Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Representative's Warrant or Representative's Securities that (i) are not held by 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 the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (a) At any time time, commencing after one hundred twenty (120) days from the effective date of this Agreement and during the public offering hereof and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.2 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 Representative 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights provided for under Section 6.3 and subsection (a) of this Section 6.4, if the Company shall not have filed a registration statement for at any time during the Warrant Securities within the time period specified Exercise Term, any Majority Holder (as defined below in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a6.4(d)) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company Registrable Securities shall have the optionright, uponexercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion in respect of all holders of Registrable Securities, a Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months, provided, however, that all costs incident thereto shall be at the expense of the holders of the Registrable Securities included in such

Demand Registration. (a) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) 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 7.2 (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 Representative 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (9) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, if 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 shall not have filed 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 Warrant Securities within the time period specified in provisions of Section 7.4(a(9)(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (whether 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. (c) In addition to the registration rights under Section 7.2 and Section 7.3(a), at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder(s) of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion, a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder(s) of its or their Warrants and/or Warrant Securities; provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and all costs incident thereto shall be at the expense of the 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 may, at its option, uponupon 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. (a1) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) 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 7.2 (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 Representative 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. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (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. (c3) Notwithstanding anything In addition to the contrary contained hereinregistration 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, if 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 shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for the Warrant Securities within the time period specified in Section 7.4(anine (9) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the consecutive months by such Holders of the Warrants and/or its Warrant Securities; provided, the Company shall have the optionhowever, uponthat

Demand Registration. (a) At any time time, commencing six (6) months after the effective date of the registration statement for the initial public offering hereof and expiring five (5) years thereafterof 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 and the Redeemable Warrants underlying the Warrants) and/or Warrant Securities shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 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 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 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"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing one year after the Company shall not have filed a effective date of the registration statement for the Warrant Securities within initial public offering of 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 Company, the Holders of the Warrants and/or Warrant Securities, the Company Securities representing a "Majority" (as hereinafter defined) shall have the optionright on one occasion, uponexercisable 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 respective Warrant Securities from time to time during the Registration Period; provided, however, that the provisions of Section 9.4(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. (a1) At any time commencing after one year from the effective date of the public offering hereof and expiring five four (54) 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 Warrants and the Redeemable Warrants underlying the Underwriters' Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 (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 Representative 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 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. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (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. (c3) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (i) at any time commencing one year after the date hereof and expiring four (4) years thereafter, if the Holders of Underwriters' Warrants and/or Warrant Shares shall have the right, exercisable by written request to the Company, to have the Company shall not have filed 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 Shares; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a(i)(2) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified expense of the Holder or Holders making such request. (4) The Company shall include such Underwriters' Warrants in Section 7.3(a) 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 Majority of new registration statement in the Holders of event the Underwriters' Warrants and/or Warrant Securities, the Company shall have the option, uponare to be exercised.

Demand Registration. (a1) At any time commencing after the effective date of the public offering hereof Registration Statement and expiring five ending on the fifth (55th) 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 Warrants and Underwriters Warrants) (the Redeemable Warrants underlying the WarrantsInitiating Holders) shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 Registrable Securities for nine up to two hundred and seventy (9270) consecutive months days by such Holders and any a y 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. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c3) 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 Section 7.3 and subsection (a) of Section 7.4 hereof, at any time commencing on the date hereof and expiring five (5) years thereafter any Holder of 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 270 days by any such Holder of its Registrable Securities provided, however, that the provisions of Section 7.5(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 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 Warrant 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 7.4(a7.5(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 Securitiesbelow, the Company shall have upon the optionwritten notice of election of the Initiating Holders or the Paying Holders, uponas 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. (a) At any time commencing after the effective date of the public offering hereof December 23, 1998 through and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 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 Representative 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 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. (b) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time prior to December 23, 2001, any Holder of Warrants or Warrant 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 consecutive months by such Holder and any other Holders of the 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 7.4(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 Securities Shares within ten (10) days from the date of the receipt of any such registration request. (cd) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities 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 SecuritiesShares, 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 optiondate of a demand registration request pursuant to the MEDIQ/Mesirow Agreements; provided, uponhowever, 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. (a) At So long as the Company shall have had any time commencing after of its securities registered under the effective date Act or the Exchange Act, then, until the expiration of the public offering hereof and expiring five (5) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing represent- ing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the then outstanding Warrants) shall have the right on two separate occasions (which right is in addition to the registration rights under 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 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 Representative 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 5 5 for nine (9) consecutive months 120 days by such Holders Holder and any other 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. (b) 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 Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained hereinAll expenses (other than underwriting discounts and commissions) incurred in connection with registration, 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 filings or qualification pursuant to the written notice specified in Section 7.3(afirst registration request made pursuant to subsection (a) of a Majority 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 (a) of the Warrants and/or Warrant Securitiesthis Section 7.3, the Company Holders requesting registration shall have bear such costs on a pro-rata basis with respect to the option, uponAgent's securities in respect of which they are requesting registration.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 Representative 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. In connection with the first request the Company will bear all expenses attendant to registering the Securities (subject to section 7.4(b)), and in connection with the second request, the holders of the Securities will bear all the expenses. (b) 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. (c) 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 may, at its option, uponupon 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 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(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' rights under Section 7.2 and 7.3(a) shall terminate.

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration 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 Representatives' Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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) nine (9) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) 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

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) 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 may, at its option, uponupon 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

Demand Registration. (a) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) 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 7.2 (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 Representative 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (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. (c) Notwithstanding anything In addition to the contrary contained herein, if registration rights under this Section (9) at any time commencing one year after the Company shall not have filed a effective date of the registration statement for the Warrant Securities within the time period specified in Section 7.4(aand expiring four (4) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of years thereafter, the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponRepresentative's

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the effective date, 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 7.1 and subsection (a) of this Section 7.2, at any time commencing after the date hereof and expiring five (5) years from the effective date, 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 Holder of its Warrant Securities, provided, however, that the provisions of Section 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 7.4(a7.3(a) hereof pursuant to the written notice specified in Section 7.3(a7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon 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. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 Warrants and the Redeemable Warrants underlying the Warrantsin full) not previously sold pursuant to this Section 7 shall have the right (which right is in addition to the registration rights under 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 EVEREN and the 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 six (96) consecutive months by such Holders and any other 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. (b) 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 Shares within ten five (105) days from the date of the receipt of any such registration request. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.2 and subsection (a) of this Section 7.3, if at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of the Warrants and/or the Warrant Shares shall have the right, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission, on one occasion, a registration statement so as to permit a public offering and sale for six (6) consecutive months by any such Holder of its Warrant Shares; PROVIDED, HOWEVER, that the Warrant Securities within the time period specified in provisions of Section 7.4(a7.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(aexpense of the Holder or Holders making such request. (d) of a Majority 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 Securities, 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 optionSecurities 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, uponinjunction or other order or requirement of the Commission or other governmental agency or court.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request.11 (b) 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. (c) 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 may, at its option, uponupon 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(c). (d) If all of the Holders are able to sell the Warrant Securities pursuant to 12

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) 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 may, at its option, uponupon 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, 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(c).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the effective date, 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under SECTION 7.1 and subsection (a) of this SECTION 7.2, at any time commencing after the date hereof and expiring five (5) years from the effective date, 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 Holder of its Warrant Securities, provided, however, that the provisions of SECTION 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 7.4(aSECTION 7.3(a) hereof pursuant to the written notice specified in Section 7.3(aSECTION 7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon 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. (a) At any time commencing after , 2001 (one (1) year from the effective date of the public offering hereof Effective Date) through and expiring including , 2005 (five (5) years thereafterfrom the Effective Date), the Holders of the Underwriter's Warrants and/or Warrant Securities and Shares underlying the Underwriter's Warrants, representing a "Majority" (as hereinafter defined) of such securities the shares of Common Stock issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under 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"), 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 Representative 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 a period of time equal to the greater of (i) least nine (9) consecutive months or (ii) the unexpired term of the Underwriter's Warrants by such Holders and any other Holders of the Underwriter's Warrants and/or Warrant Securities and the Shares 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 7.4(b). (b) 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 Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to The Company and the contrary contained herein, Holders agree that the Holders of Underwriters Warrants and Shares (the "Securities") will suffer damages if the Company shall fails to fulfill its obligations under this Section 7.3 and that ascertaining the extent of such damages with precision would not have be feasible. Accordingly, the Company agrees to pay liquidated damages in the form of interest with respect to the Securities held by each Holder ("Liquidated Damages"), if: (i) any Registration Statement required to be filed a registration statement for pursuant to this Section 7.3 is not filed with the Warrant Securities within SEC on or prior to the time period date specified in Section 7.4(a) hereof for such filing in this Agreement; (ii) any such Registration Statement has not been declared effective by the SEC on or prior to the earliest possible time but in no event later than 90 days after such filing (the "Effectiveness Target Date"); or (iii) any Registration Statement required to be filed pursuant to this Section 7.3 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 additional interest comprising Liquidated Damages shall be an amount equal to (A) with respect to the written notice specified in Section 7.3(a) first 90-day period immediately following the occurrence of a Majority 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 Holder. The Company shall notify the Holders within one Business Day after each and every date on which a Registration Default occurs. All accrued and unpaid Liquidated Damages shall be paid immediately by the Company on the expiration of each 90-day and 30-day period by mailing certificates for such securities to Holders of record of the Warrants and/or Warrant SecuritiesSecurities at such address as is set forth on the stock record books of the Company. Each obligation to pay Liquidated Damages shall be deemed to accrue beginning on the day of the applicable Registration Default (other than as set forth above). Following the cure of all Registration Defaults, the Company shall have accrual of Liquidated Damages will cease until the optionnext Registration Default, uponif any.

Demand Registration. On any one (a1) At occasion commencing at any time commencing one (1) year after the effective date of the public offering hereof Effective Date and expiring five six (56) 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 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 ▇-▇, ▇▇-▇ (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 Representative 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 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. (b) succeeding sentence. The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(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. (c) Notwithstanding anything . For purposes of this Agreement, the term "Majority," or any stated percentage, in reference 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 SecuritiesShares 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) are held by 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 the public pursuant to a registration statement filed with the Commission under the 1933 Act. For the purposes of subsection (i) above, the Company Underwriters and their respective officers, directors, employees and agents shall have not be deemed to be affiliates, officers, directors, employees or agents of the optionCompany. No registration statement filed pursuant to this demand registration provision (without the consent of the Holders holding a Majority of the Warrant Shares requested to be registered pursuant to such registration statement) may relate to any securities other than the Warrant Shares, uponand no other securities may be sold incidentally to any such underwritten public offering of Warrant Shares so registered.

Demand Registration. (a) At any time commencing after one year from the effective date of the public offering hereof registration statement and expiring five four (54) 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 7.2 (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 Representative 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 twelve (912) 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (9) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, if 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 shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for twelve (12) consecutive months by such Holders of its Warrant Securities; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a(9)(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At Beginning as of the Commencement Date and ------------------- ending on ____________, 2003, if at any time commencing after the effective date holder or holders of Warrants to purchase not less than 50% of the public offering hereof 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 five (5) 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition Shares to the registration rights public under Section 7.2 hereofthe Securities Act of 1933, as amended (the "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 Representative and shall issue a notice ("Company's Notice") informing all holders of Warrants or Warrant Shares who did not issue a Demand Registration Notice ("Other Holders, in order ") offering 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 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 notice from the Company of such request. (b) The Company covenants and agrees Company's Notice is sent whether that Other Holder wishes to give written notice of any registration request under this Section 7.3 by any Holder include his, her 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. (c) 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 its Warrants and/or Warrant Securities, Shares in the registration statement. If any Other Holder delivers such a notice to the Company shall in a timely manner, that Other Holder's Warrants and/or Warrant Shares will be included in the Registration Statement. If any Other Holder does not inform the Company in writing that his, her or its Warrants and/or Warrant Shares are to be 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 option, uponregistration statement.

Demand Registration. (a) At any time commencing after ____________, 2000 (one (1) year from the effective date of the public offering hereof Effective Date) through and expiring including ____________, 2004 (five (5) years thereafterfrom the Effective Date), the Holders of the Underwriter's Warrants and/or Warrant Securities and Shares underlying the Underwriter's Warrants, representing a "Majority" (as hereinafter defined) of such securities the shares of Common Stock issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under 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"), 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 Representative 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 a period of time equal to the greater of (i) least nine (9) consecutive months or (ii) the unexpired term of the Underwriter's Warrants by such Holders and any other Holders of the Underwriter's Warrants and/or Warrant Securities and the Shares 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 7.4(b). (b) 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 Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to The Company and the contrary contained herein, Holders agree that the Holders of Underwriters Warrants and Shares (the "Securities") will suffer damages if the Company shall fails to fulfill its obligations under this Section 7.3 and that ascertaining the extent of such damages with precision would not have be feasible. Accordingly, the Company agrees to pay liquidated damages in the form of interest with respect to the Securities held by each Holder ("Liquidated Damages"), if: (i) any Registration Statement required to be filed a registration statement for pursuant to this Section 7.3 is not filed with the Warrant Securities within SEC on or prior to the time period date specified in Section 7.4(a) hereof for such filing in this Agreement; (ii) any such Registration Statement has not been declared effective by the SEC on or prior to the earliest possible time but in no event later than 90 days after such filing (the "Effectiveness Target Date"); or (iii) any Registration Statement required to be filed pursuant to this Section 7.3 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 additional interest comprising Liquidated Damages shall be an amount equal to (A) with respect to the written notice specified in Section 7.3(a) first 90-day period immediately following the occurrence of a Majority 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 Holder. The Company shall notify the Holders within one Business Day after each and every date on which a Registration Default occurs. All accrued and unpaid Liquidated Damages shall be paid immediately by the Company on the expiration of each 90-day and 30-day period by mailing certificates for such securities to Holders of record of the Warrants and/or Warrant SecuritiesSecurities at such address as is set forth on the stock record books of the Company. Each obligation to pay Liquidated Damages shall be deemed to accrue beginning on the day of the applicable Registration Default (other than as set forth above). Following the cure of all Registration Defaults, the Company shall have accrual of Liquidated Damages will cease until the optionnext Registration Default, uponif any.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the date hereof, 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 and the Redeemable Warrants underlying 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 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 Representative 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. (b) The Company covenants and agrees to (x) give written notice of any registration request under this Section 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 request 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. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 the period necessary for such Holder to effect the sale or other disposition of the applicable Warrant Securities provided, however, that the provisions of Section 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 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. (cd) 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, uponupon 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. (a) At any time commencing after the effective date of the public offering hereof Registration Statement and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) shall have the right ------- (which right is in addition to the registration rights under 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 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (whether 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. (c) In addition to the registration rights under Section 7.2 and ------- Section 7.3(a), at any time commencing after the effective date of the ------- Registration Statement and expiring May 9, 2001, any Holder(s) of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file with the Commission, on one occasion, a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder(s) of its or their Warrants and/or Warrant Securities; provided, however, that the provisions of Section ----------------- ------- 7.4 (b) hereof shall not apply to any such registration request and all costs incident thereto shall be at the expense of the 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 Holders 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 Company repurchase shall have be in immediately available funds and shall close within two (2) days after the option, uponlater 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. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration 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 Representative's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 9.2 and ------- subsection (a) of this Section 9.3, 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, the Holders of a Majority of the Representative's Warrants and/or 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 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 such Holders; provided, however, that the provisions of Section 9.4(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 Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the ------- written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the ------- Representative's Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay 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. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under 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 occasionoccasion only, 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 Representative 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 Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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 Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, any Holder of Warrants and/or Warrant Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion only, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Shares; provided, however, that the provisions of Section 7.4(b) 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 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 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 SecuritiesShares, the Company shall have the may, at its option, uponupon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Shares requesting such registration, repurchase (i) any and all Warrant Shares of such Holders at the higher of the Exercise Price or Market Price per Warrant Share 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. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request.the (b) 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. (c) 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 may, at its option, uponupon 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 Underlying Warrant, 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(c).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the date hereof, 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under 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 Representative 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders Holder 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 request. (c) In addition to the registration rights under Section 7.2 and ------- subsection (a) of this Section 7.3, at any time commencing after the date hereof ------- and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of Section 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 Holder 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 Holder of the ------- Warrants and/or Warrant Securities, the Company shall have the option, upon(but not the obligation), 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

Demand Registration. (a) At any time commencing after ____________, 1998 (12 months from the effective date of Effective Date) through and including ____________, 2002 (60 months from the public offering hereof and expiring five (5) 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 Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under 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 Representative 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 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. (b) 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 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. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after ____________, 1998 (12 months from the Effective Date) through and including ____________, 2002 (60 months from the Effective Date), any Holder or Holders of a Majority of Underwriter's Warrants and/or 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 Holder or Holders, provided, however, that the provisions of Section 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 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 Warrant Securitiesshares of Common Stock 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 underlying same it shall have repurchase (i) any and all Common Stock underlying the option, uponUnderwriter'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). 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. (a) At any time commencing after the effective date of the public offering hereof on ______ __, 1999 and expiring five four (54) 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 and the Redeemable Warrants underlying the Warrants) ), shall have the right (which right is in addition to the registration rights under 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 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 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 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.2 and subsection (a) of this Section 7.3, if at any time commencing on ______ __, 1999 and expiring four (4) years thereafter, the Holders of 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 shall not have filed 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 their Warrant Securities; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a7.5(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 Representative 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) 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, uponupon 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 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of Section 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.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 Representative 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 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. (c) In addition to the registration rights under SECTION 7.2 and subsection (a) of this SECTION 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of SECTION 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 SECTION 7.4(a) hereof pursuant to the written notice specified in Section SECTION 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the may, at its option, uponupon 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 Debenture 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. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 Representative 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) 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 may, at its option, uponupon 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 Underlying Warrant, 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(c).

Demand Registration. (a1) At any time commencing after on the first anniversary of and expiring on the fifth anniversary of the effective date of the public offering hereof and expiring five Company's Registration Statement relating to the Public Offering (5) 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 Warrants and the Redeemable Warrants underlying the WarrantsUnderwriter's Warrant) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative 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 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. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 7(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. (c3) Notwithstanding anything For purposes of this Agreement, the term "Majority" in reference 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 Underwriter's Warrant or Underwriter's Securities, shall mean in excess of fifty percent (50%) of the Company shall then outstanding Underwriter's Warrant or Underwriter's Securities that (i) are not held by 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 the option, uponpublic pursuant to a registration statement filed with the Commission under the Act.

Demand Registration. (a) At So long as the Company shall have had any time commencing after of its securities registered under the effective date Act or the Exchange Act, then, until the expiration of the public offering hereof and expiring five (5) 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 Warrants and the Redeemable Warrants underlying the then outstanding Warrants) shall have the right on two separate occasions (which right is in addition to the registration rights under 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 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 Representative 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 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. (b) 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 Shares within ten (10) days from the date of the receipt of any such registration request. (c) Notwithstanding anything to the contrary contained hereinAll expenses (other than underwriting discounts and commissions) incurred in connection with registration, 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 filings or qualification pursuant to the written notice specified in Section 7.3(afirst registration request made pursuant to subsection (a) of a Majority 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 (a) of the Warrants and/or Warrant Securitiesthis Section 7.3, the Company Holders requesting registration shall have bear such costs on a pro-rata basis with respect to the option, uponAgent's securities in respect of which they are requesting registration.

Demand Registration. (a) At any time commencing one year after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the 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 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under 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 Representative 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 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. (c) Notwithstanding anything In addition 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 rights under Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a7.2 and subsection (a) of a Majority this Section 7.3, at any time commencing after the date hereof and expiring five (5) years after the 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 pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Securities, the Company Securities shall have the optionright, uponexercisable by written request to the Company, to

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the effective date, 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative ▇▇▇▇, ▇▇▇▇ 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 7.1 and subsection (a) of this Section 7.2, at any time commencing after the date hereof and expiring five (5) years from the effective date, 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 Holder of its Warrant Securities, provided, however, that the provisions of Section 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 7.4(a7.3(a) hereof pursuant to the written notice specified in Section 7.3(a7.2(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon 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. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration 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 Underwriter's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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) nine (9) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) 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

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of Section 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, uponupon 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. (a) At any time commencing after during the effective date term of the public offering hereof and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under 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 Representative 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) 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 agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities it shall have repurchase (i) any and all Warrant Securities at higher of the option, uponMarket 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 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. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the date hereof, 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 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. (c) In addition to the registration rights under SECTION 7.2 and subsection (a) of this SECTION 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of SECTION 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 SECTION 7.4(a) hereof pursuant to the written notice specified in Section SECTION 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponupon 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. (a) At any time commencing after the effective date of the public offering hereof January 22, 1999 and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 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 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 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"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing January 22, 1999 and expiring on the Expiration Date, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission a registration statement for so as to permit a public offering and sale by such Holders of their respective Warrant Shares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Securities within Shares requested to be registered by such Holders have been sold; provided, however, that the time period specified in provisions of Section 7.4(a9.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At In the event that the Company does not file a Registration Statement within the twelve (12) months following the date hereof, in which the Registrable Securities of the Consultant have been included, at any time commencing after during the effective date of the public offering hereof and expiring five four (54) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityMajority Holder" (as hereinafter definedsuch term is defined in Section 7.4(c) below) of such securities (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section 7.2 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 Representative 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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 include such securities within ten (10) days of their receipt of the Company's notice. (c) Notwithstanding anything to the contrary contained hereinThe term "Majority Holder" as used in this Section 7.4 shall mean any holder or any combination of holders of Registrable Securities, if the Company shall not have filed a registration statement for the Warrant included in such holders' Registrable Securities within the time period specified in Section 7.4(a) hereof are that aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the written notice specified in Section 7.3(aexercise of outstanding Warrants) of as would constitute a Majority majority of the Holders aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) included in all of the Warrants and/or Warrant Registrable Securities, the Company shall have the option, upon.

Demand Registration. (a1) At any time commencing after one year from the effective date of the public offering hereof and expiring five four (54) 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 Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 (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 Representative 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 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. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 (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. (c3) Notwithstanding anything In addition to the contrary contained hereinregistration rights under this Section (i) at any time commencing one year after the date hereof and expiring four (4) years thereafter, if the Holders of Representative's Warrants and/or Warrant Stock shall have the right, exercisable by written request to the Company, to have the Company shall not have filed 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 Stock; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a(i)(2) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified expense of the Holder or Holders making such request. (4) The Company shall include such Underwriter's Warrants in Section 7.3(a) 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 Majority 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 Holders Public Redeemable Warrants not set forth in the terms thereof, then the Underwriter shall be entitled to receive the identical benefits in the event it elects to exercise any of the Warrants and/or Warrant Securities, the Company shall have the option, uponits Underwriter's Warrant

Demand Registration. (a) At any time commencing one (1) year after the effective date Effective Date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the Effective Date, 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 Representative's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 10 Company and counsel for the 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 of the Representative's 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 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 the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing one (1) year after the Company shall not have filed a registration statement for Effective Date of the Warrant Securities within Registration Statement and expiring five (5) years from the time period specified in Section 7.4(a) hereof pursuant to Effective Date, the written notice specified in Section 7.3(a) Holders of a Majority of the Holders of the Representative's Warrants and/or Warrant Securities, the Company Shares shall have the optionright on one occasion, uponexercisable 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 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; provided, however, that the provisions of Section 9.4(b) hereof shall not apply to any such 11 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 nine (9) months following the effective date of any registration statement filed pursuant to Section 9.3(a).

Demand Registration. (a) At any time commencing after From the effective date of the public offering hereof and expiring five (5) years thereafterhereafter, 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 and the Redeemable Warrants underlying the Warrantswarrants) not previously sold pursuant to this Section 7 shall have the right (which right is in addition to the registration rights granted under 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 not more than 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 Representative Representatives and the 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 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. In the event of a registration request and registration hereunder, (i) the Registration Rights Holders shall be entitled to participate in such registration in accordance with their respective rights to participate in a Demand Registration (as such term is defined in the Registration Rights Agreement) under the Registration Rights Agreement, and (ii) the Representatives and each other Holder(s) of Registrable Securities hereunder shall be subject to the same priority as Virgin, Rho and Columbia House with respect to any cutbacks. (b) In the event that a Registration Rights Holder makes a request for a "Demand Registration" as defined in the Registration Rights Agreement, the Representatives and each other Holder(s) of Registrable Securities are hereby granted registration rights pari passu with Virgin, Rho and Columbia House (as such parties are defined in the Registration Rights Agreement) and, therefore, shall be entitled to the same rights and benefits with respect to the registration of such Registrable Securities (which shall also be deemed "Registrable Securities" under the Registration Rights Agreement") as the Company has granted to Virgin, Rho and Columbia House. (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 Shares within ten (10) days from the date of the receipt of any such registration request. (cd) No right of the Holders under Section 7.3(a) shall be deemed to have been exercised if with respect to such right: (A) the requisite notice given by Holders pursuant to this Section 7.3 is withdrawn prior to the date of filing of a registration statement or if a registration statement filed by the Company under the Securities 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 (provided, however, that the exception under this clause (i) shall not be available more than once where the withdrawal is at the election of the Holders) 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 (B) 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 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. (e) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) hereof of a Majority of the Holders of the Warrants and/or or Warrant SecuritiesShares, the Company shall have the option, uponupon the consent of a Majority of the Holders of Warrants or Warrant Shares, to 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 7.3(a) or (B) 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 (x) the expiration of the period specified in Section 7.4(a) or (y) the delivery of written notice of election specified in this Section 7.3(e).

Demand Registration. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of Closing, 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 Representative's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, 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, the Holders of a Majority of the Representative's Warrants and/or 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 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 such Holders; provided, however, that the provisions of Section 9.4(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 Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Representative's Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay 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. (a) At any time commencing after during the effective date term of the public offering hereof and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 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 Representative 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 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. (b) The Company Issuer 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. (c1) Notwithstanding anything to the contrary contained herein, if the Company Issuer 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 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 repurchase (i) any and all Warrant Securities at higher of the option, uponMarket Price (as defined in Section 8. l) 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 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.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof on _________, 200[2] and expiring five ____ (5___) 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 and the Redeemable Warrants underlying the Warrants) ), shall have the right (which right is in addition to the registration rights under 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten ____ (10___) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.2 and subsection (a) of this Section 7.3, if at any time commencing on _________, 200[2] and expiring _____ (___) years thereafter, the Holders of 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 shall not have filed prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for _____ (___) consecutive months by any such Holder of its Warrant Securities; provided, however, that the Warrant Securities within the time period specified in provisions of Section 7.4(a7.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 Representative 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. (b) 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. (c) 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, uponupon 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 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of Section 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.

Demand Registration. (a) At So long as the Company shall have any of its securities registered under the Act of the Exchange Act, at any time commencing after the effective date hereof until expiration of the public offering hereof and expiring five (5) years thereafterWarrant Exercise Term, 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 and the Redeemable Warrants underlying the then outstanding Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 6.2 hereof), exercisable exerciseable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasiontwo (2) 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 the counsel for the Representative Agent 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 one hundred twenty (9120) consecutive months days by such Holders Holder and any other 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 6.3 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. (c) All expenses (other than underwriting discounts and commissions) incurred in connection with registration, filings or qualification pursuant to the first registration request made pursuant to the subsection (a) of this Section 6.3, including, without limitation, all registration, listing, filing, and qualification fees, printers and accounting fees and the fees and disbursements of counsel for the Holders shall be borne by the Company. Upon a second registration request pursuant to subsection (a) of this Section 6.3, the Holders requesting registration shall bear such costs on a pro-rata basis with respect to the Warrant Shares in respect of which they are requesting registration. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities Shares within the time period specified in Section 7.4(a6.4 (a) hereof pursuant to the written notice specified in Section 7.3(a6.3 (a) of a Majority of the Holders of the Warrants and/or Warrant SecuritiesShares, 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 have repurchase (i) any and all Warrant Securities at the option, uponhigher of the Market Price [as defined in Section 7.1 (vi)] per share of Common Stock on (x) the date of the notice sent pursuant to Section 6.3 (a) or (y) the expiration of the one-hundred-twenty-day (120-day) period specified in Section 6.4 (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 6.4(a) or (ii) the delivery of the written notice of election specified in this Section 6.3(d).

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) years thereafterfrom the date hereof, 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under 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 Representative 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of Section 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 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, uponupon 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. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) 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. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of Section 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 may, at its option, uponupon 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

Demand Registration. (a) At any time commencing after _______ __, 2000 (one (1) year from the effective date of the public offering hereof Registration Statement) through and expiring including __________ __, 2004 (five (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 Warrants and the Redeemable Warrants underlying the Underwriters Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative 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 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). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 6.2 and subsection (a) of this Section 6.3, if the Company shall not have filed a registration statement for the Warrant Securities at any time within the time period specified in Section 7.4(a6.4(a) hereof pursuant to hereof, through and including _________ __, 2004 (five (5) years from the written notice specified in Section 7.3(a) effective date of the Registration Statement), any Holder of the Underwriters Warrants and/or 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 Holder of its Underwriters Units, provided, however, that the provisions of Section 6.4(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 Warrants and/or Warrant "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 option, uponnumber of Securities held by such

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof January 1, 1997 and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 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 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 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"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing January 1, 1997 and expiring on the Expiration Date, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission a registration statement for so as to permit a public offering and sale by such Holders of their respective Warrant Shares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Securities within Shares requested to be registered by such Holders have been sold; provided, however, that the time period specified in provisions of Section 7.4(a9.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. At any time after the Earnout ------------------- has occurred pursuant to Section 2.2.3 of the Stock Purchase Agreement and the Series A-2 Shares or the Questar Registrable Shares, as applicable, have been released from escrow and issued to the Questar Stockholders, the Questar Stockholders shall have the following demand registration rights with respect to the Questar Registrable Shares: (a) A Questar Stockholder or Questar Stockholders holding in the aggregate at least 50% of the Questar Registrable Shares may request, in writing, that the Company file a Registration Statement covering Questar Registrable Shares owned by such Questar Stockholders having an aggregate value of at least $2,500,000 (based on the volume weighted average public market price for the five trading days preceding the date of such request). (b) At any time commencing after the effective Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Questar Stockholder or Questar Stockholders holding Questar Registrable Shares having an aggregate value of at least $1,000,000 (based on the volume weighted average public market price for the five trading days preceding the date of such request), may request, in writing, that the public offering hereof and expiring five Company effect the registration on Form S-3 (5or such successor form), of such Questar Registrable Shares. (c) years thereafterUpon receipt of any request for registration pursuant to this Section 2.1, the Company shall promptly give written notice of such proposed registration to all other Questar Stockholders and to Camden. Such other Questar Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Questar Registrable Shares as such Questar Stockholders may request in such notice of election, and Camden shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Camden Registrable Shares as Camden may request in such notice of election, in both cases, subject, in the event of an underwritten offering, to the terms of Section 2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Questar Registrable Shares and all Camden Registrable Shares which the Company has been requested to so register; provided, however, that in the case of a registration requested under Section 2.1(b), the Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Questar Registrable Shares 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 2.1(a) or (b), as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1(c). In such event, (i) the right of any other Questar Stockholder to include its Questar Registrable Shares and the right of Camden to include any Camden Registrable Shares in such registration pursuant to Section 2.1(c), shall be conditioned upon such other Questar Stockholder's participation and Camden's participation in such underwriting on the terms set forth herein, and (ii) all Selling Stockholders including Questar Registrable Shares and Camden Registrable Shares, as the case may be, in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming Selling Stockholders materially greater than the exercise of all obligations of the Warrants and the Redeemable Warrants underlying the Warrants) Selling Stockholders pursuant to Section 2.5. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (which right is in addition b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Questar Stockholder who has requested inclusion of its Questar Registrable Shares or Camden who has requested inclusion of Camden's Registrable Shares in such registration rights under Section 7.2 hereof)as provided above disapproves of the terms of the underwriting, exercisable such Questar Stockholder or Camden, as the case may be, may elect, by written notice to the Company, to have withdraw its Questar Registrable Shares or Camden Registrable Shares, respectively, from such Registration Statement and underwriting. If the managing underwriter advises the Company prepare in writing that, in its discretion, market factors require a limitation on the number of shares to be underwritten, the number of Questar Registrable Shares and file with Camden Registrable Shares to be included in the Securities Registration Statement and Exchange Commission underwriting shall be allocated among all Questar Stockholders and Camden requesting registration in proportion, as nearly as practicable, to the respective number of Questar Registrable Shares and Camden Registrable Shares, respectively, held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (the "Commission"b), on one occasionas the case may be. If any Questar Stockholder would thus be entitled to include more Questar Registrable Shares than such Questar Stockholder requested to be registered, a registration statement and such the excess shall be allocated among other documents, including a prospectus, as may be necessary requesting Questar Stockholders pro rata in the opinion of both counsel for manner described in the Company and counsel for the 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestpreceding sentence. (be) The Company covenants shall not be required to effect (i) more than one registration pursuant to Section 2.1(a) and agrees Section 2.1(b) in any period of twelve consecutive months, or (ii) no more than two registrations in total pursuant to give written notice Section 2.1(a) and Section 2.1(b). For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Questar Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter's cut-back provisions as described in Section 2.1(d), less than 50% of the total number of Questar Registrable Shares that Initiating Holders have requested to be included in such Registration Statement are so included. (f) If at the time of any registration request under to register Questar Registrable Shares by Initiating Holders pursuant to this Section 7.3 by 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any Holder or Holders to all other registered Holders activity which, in the good faith determination of the Warrants and Company's Board of Directors, would be adversely affected by the Warrant Securities within ten (10) requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of the receipt of any such registration request. (c) Notwithstanding anything , such right to the contrary contained herein, if delay a request to be exercised by the Company shall not have filed a registration statement for the Warrant Securities within the time period specified more than once 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, uponany 12-month period.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof Registration Statement and expiring five ending on the fifth (55th) 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 Warrants and Underwriter's Warrants) (the Redeemable Warrants underlying the Warrants"Initiating Holders") shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) 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. (d) 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 Preferred Stock or other securities to be underwritten, the Underwriter 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 Underwriter 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 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 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 Section 7.3 and subsection (a) of Section 7.4 hereof, at any time commencing on the date hereof and expiring five (5) years thereafter any Holder of 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 270 days by any such Holder of its Registrable Securities provided, however, that the provisions of Section 7.5(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 Holder's making such request. (g) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant 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 7.4(a7.5(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 Securitiesbelow, the Company shall have upon the optionwritten notice of election of the Initiating Holders or the Paying Holders, uponas 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 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. (a) At any time commencing after the effective date of the public offering hereof January 1, 1998 and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 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 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 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"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing January 1, 1998 and expiring on the Expiration Date, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission a registration statement for so as to permit a public offering and sale by such Holders of their respective Warrant Shares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Securities within Shares requested to be registered by such Holders have been sold; provided, however, that the time period specified in provisions of Section 7.4(a9.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.

Demand Registration. (a) At any time commencing after the effective date of the public offering hereof and expiring five (5) 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 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 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 of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request.any (b) 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. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after the date hereof and expiring five (5) years thereafter, 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 Holder of its Warrant Securities provided, however, that the provisions of Section 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 may, at its option, uponupon 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

Demand Registration. (a) At any time commencing after , 1998 (12 months from the effective date of Effective Date) through and including , 2002 (60 months from the public offering hereof and expiring five (5) 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 Warrants and the Redeemable Warrants underlying the WarrantsRepresentative's Purchase Options) shall have the right (which right is in addition to the registration rights under 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 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 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. (b) 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 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. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after , 1998 (12 months from the Effective Date) through and including , 2002 (60 months from the Effective Date), any Holder or Holders of a Majority of Representative's Purchase Options and/or shares of 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 Holder or Holders, provided, however, that the provisions of Section 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 shares of common stock, the Warrants and the Warrant Securities Shares 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 Warrants Representative's Purchase Options and/or Warrant SecuritiesUnits 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 have repurchase (i) any and all Units underlying the option, uponRepresentative's Purchase Options at the higher of the Market Price per Unit of the Units (or the combined price of the securities contained in 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. (a) At any time commencing one (1) year after the effective date of the public offering hereof and expiring five four (54) years thereafter, the Holders of the Warrants and/or Warrant Securities Shares representing a "Super 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 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 occasionoccasion only, 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 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 the earlier of (i) nine (9) consecutive months or (ii) until the sale of all the Warrant Shares requested to be registered by such Holders and any other 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; provided, however, the Company shall be entitled to defer such registration for a period of up to 90 days if and to the extent that its Board of Directors shall determine in good faith that such registration would interfere with a pending corporate transaction, shall pass a written resolution to that effect and shall promptly make available to such Holders the aforementioned written resolution. (b) 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 Shares within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) and (b) of this Section 7.3, at any time commencing one (1) year after the date hereof and expiring four (4) years thereafter, any Holder of Warrants and/or Warrant Shares representing twenty-five percent (25%) of such securities (see Section 7.4(m) below) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion only, with the Commission a registration statement so as to permit a public offering and sale for such period of time ending at the earlier of (i) nine (9) consecutive months from the effective date of an applicable registration statement, or (ii) until the sale of all the Warrant Shares requested to be registered by any such Holder of its Warrant Shares; provided, however, that the provisions of Section 7.4(b) 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 making such request; provided, however, the Company shall be entitled to defer such registration for a period of up to 90 days if and to the extent that its Board of Directors shall determine in good faith that such registration would interfere with a pending corporate transaction, shall pass a written resolution to that effect and shall promptly make available to such Holders the aforementioned written resolution. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities 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 Super Majority of the Holders of the Warrants and/or Warrant SecuritiesShares, the Company shall have the may, at its option, uponupon the written notice of election of a Super Majority of the Holders of the Warrants and/or Warrant Shares requesting such registration, repurchase (i) any and all Warrant Shares of such Holders at the higher of the Exercise Price and Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or 7.3(c) 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. (a1) At any time commencing after the effective date of the public offering hereof Registration Statement and expiring five ending on the fifth (55th) 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 Warrants and Underwriter's Warrants) (the Redeemable Warrants underlying the Warrants"INITIATING HOLDERS") shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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. (b2) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c3) Notwithstanding anything 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 contrary contained 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 Preferred Stock or other securities to be included in the registration and underwriting. The Company shall not have filed a 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 entitled to be included in the registration statement for and underwriting shall be allocated among the Warrant Securities within 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 period specified of filing the registration statement. If the Company or any Holder of Registrable Securities who has requested inclusion in Section 7.4(a) hereof pursuant 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 written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant SecuritiesCompany, the Company underwriter and the Initiating Holders. Any securities so excluded shall have the option, uponbe withdrawn from such registration. No securities excluded from such registration by reason of such underwriters' marketing limitations shall be included in such

Demand Registration. (a) At any time commencing after on February ____, 2001 and expiring four years thereafter (which date is the fifth anniversary of the effective date of the public offering hereof and expiring five Registration Statement on Form SB-2 (5File 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 and the Redeemable Warrants underlying the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 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 Representative 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 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). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.1 and Section 7.2(a), at any time commencing after February ____, 2001 and expiring four years thereafter (or such earlier time as the Warrant Securities are eligible for sale under Rule 144(k)), any Holder(s) of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to require the Company to prepare and file, 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 consecutive months by any such Holder(s) of 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 7.3(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 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 for relating to the Warrant Securities within the time period specified in Section 7.4(a7.3(a) hereof pursuant to hereof, the Company shall have the obligation, upon the written notice specified in Section 7.3(a) of a Majority 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 have be experienced in securities matters) has determined in good faith that the optionfiling 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, uponthen 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. (a) At any time commencing after September 22, 1998 (one (1) year from the effective date of the public offering hereof Effective Date) through and expiring including September 21, 2002 (five (5) years thereafterfrom the effective date), the Holders of the Underwriter's Warrants and/or Warrant Securities and Shares underlying the Underwriter's Warrants, representing a "Majority" (as hereinafter defined) of such securities the shares of Common Stock issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section 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"), 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 Representative 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 Underwriter's Warrants and Shares for nine (9) consecutive months by such Holders and any other Holders of the Underwriter's Warrants and/or Warrant Securities and the Shares 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 7.4(b). (b) The Company covenants and agrees to give written notice of any registration request under this Section SECTION 7.3 by any Holder or Holders 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under SECTION 7.2 and subsection (a) of this SECTION 7.3, if the Company shall not have filed a registration statement for the Warrant Securities at any time within the time period specified in Section 7.4(a) hereof, through and including September 21, 2002 (five (5) years from the Effective Date), any Holder of the Underwriter's Warrants and/or Shares, representing a "Majority" (as hereinafter defined) of the shares of Common Stock issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Underwriter's 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 Holder of its shares, provided, however, that the provisions of SECTION 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) The Company and the Holders agree that the Holders of Underwriters Warrants and Shares (the "Securities") will suffer damages if the Company fails to fulfill its obligations under this Section 7.3 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 7.3 is not filed with the written notice SEC on or prior to the date specified in Section 7.3(a7.4(a) for such filing in this Agreement; (ii) any such Registration Statement has not been declared effective by the SEC on or prior to the earliest possible time but in no event later than 90 days after such filing (the "Effectiveness Target Date"); or (iii) any Registration Statement required to be filed pursuant to this Section 7.3 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 additional interest comprising Liquidated Damages shall be an amount equal to (A) with respect to the first 90-day period immediately following the occurrence of a Majority 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 Holder. The Company shall notify the Holders within one Business Day after each and every date on which a Registration Default occurs. All accrued and unpaid Liquidated Damages shall be paid immediately by the Company on the expiration of each 90-day and 30-day period by mailing certificates for such securities to Holders of record of the Warrants and/or Warrant SecuritiesSecurities at such address as is set forth on the stock record books of the Company. Each obligation to pay Liquidated Damages shall be deemed to accrue beginning on the day of the applicable Registration Default (other than as set forth above). Following the cure of all Registration Defaults, the Company shall have accrual of Liquidated Damages will cease until the optionnext Registration Default, uponif any.

Demand Registration. (a) At any time commencing after on [___________], 2001 and expiring three years thereafter (which date is the fifth anniversary of the effective date of the public offering hereof and expiring five Registration Statement on Form SB-2 (5File 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 26% 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 7.2 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 each of the Representative 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 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). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.1 and Section 7.2(a), at any time commencing after [_______________], 2001 and expiring five years thereafter (or such earlier time as the Warrant Securities are eligible for sale under Rule 144(k)), any Holder(s) of Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to require the Company to prepare and file, 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 consecutive months by any such Holder(s) of 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 7.3(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 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 for relating to the Warrant Securities within the time period specified in Section 7.4(a7.3(a) hereof pursuant to hereof, the Company shall have the obligation, upon the written notice specified in Section 7.3(a) of a Majority 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 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 have be experienced in securities matters) has determined in good faith that the optionfiling 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, uponthen 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. (a) At any time commencing after on the effective first date that the Company has been subject to the requirements of Section 12 or 15(d) of the public offering hereof Exchange Act for a period of at least 12 calendar months and expiring five (5) years thereafterfrom the effective date of the Registration 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 Placement Agent's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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 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 the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) 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

Demand Registration. (a) At any time commencing after ______________, 1997 (12 months from the effective date of Effective Date) through and including ______________, 2001 (60 months from the public offering hereof and expiring five (5) 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 Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under 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 Representative 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 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. (b) 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 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. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after ______________, 1997 (12 months from the Effective Date) through and including ______________, 2001 (60 months from the Effective Date), any Holder or Holders of a Majority of Underwriter's Warrants and/or 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 Holder or Holders, provided, however, that the provisions of Section 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 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 Warrant Securitiesshares 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 have repurchase (i) any and all Common Stock and Warrants underlying the option, uponUnderwriter'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. (a) At any time commencing after ______________, 1997 (12 months from the effective date of Effective Date) through and including ______________, 2001 (60 months from the public offering hereof and expiring five (5) 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 Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under 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 Representative 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 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. (b) 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 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 7.2 and subsection (a) of this Section 7.3, if at any time commencing after ______________, 1997 (12 months from the Company shall not have filed a registration statement for Effective Date) through and including ______________, 2001 (60 months from 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) Effective Date), any Holder or Holders of a Majority of the Holders of the Underwriter's Warrants and/or Warrant Securities, the Company shares of Common Stock underlying same shall have the optionright, uponexercisable 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 Holder or Holders, provided, however, that the provisions of

Demand Registration. (a) At any time commencing after __________, 1998 (one (1) year from the effective date of the public offering hereof Effective Date) through and expiring including __________, 2002 (five (5) years thereafterfrom the effective date), the Holders of the Underwriter's Warrants and/or Warrant Securities and Shares underlying the Underwriter's Warrants, representing a "Majority" (as hereinafter defined) of such securities the shares of Common Stock issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Warrants and the Redeemable Warrants underlying the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section 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"), 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 Representative 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 Underwriter's Warrants and Shares for nine (9) consecutive months by such Holders and any other Holders of the Underwriter's Warrants and/or Warrant Securities and the Shares 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 7.4(b). (b) The Company covenants and agrees to give written notice of any registration request under this Section SECTION 7.3 by any Holder or Holders 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under SECTION 7.2 and subsection (a) of this SECTION 7.3, if the Company shall not have filed a registration statement for the Warrant Securities at any time within the time period specified in Section 7.4(a) hereof, through and including , 2002 (five (5) years from the Effective Date), any Holder of the Underwriter's Warrants and/or Shares, representing a "Majority" (as hereinafter defined) of the shares of Common Stock issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Underwriter's 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 Holder of its shares, provided, however, that the provisions of SECTION 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) The Company and the Holders agree that the Holders of Underwriters Warrants and Shares (the "Securities") will suffer damages if the Company fails to fulfill its obligations under this Section 7.3 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 7.3 is not filed with the written notice SEC on or prior to the date specified in Section 7.3(a7.4(a) for such filing in this Agreement; (ii) any such Registration Statement has not been declared effective by the SEC on or prior to the earliest possible time but in no event later than 90 days after such filing (the "Effectiveness Target Date"); or (iii) any Registration Statement required to be filed pursuant to this Section 7.3 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 additional interest comprising Liquidated Damages shall be an amount equal to (A) with respect to the first 90-day period immediately following the occurrence of a Majority 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 Holder. The Company shall notify the Holders within one Business Day after each and every date on which a Registration Default occurs. All accrued and unpaid Liquidated Damages shall be paid immediately by the Company on the expiration of each 90-day and 30-day period by mailing certificates for such securities to Holders of record of the Warrants and/or Warrant SecuritiesSecurities at such address as is set forth on the stock record books of the Company. Each obligation to pay Liquidated Damages shall be deemed to accrue beginning on the day of the applicable Registration Default (other than as set forth above). Following the cure of all Registration Defaults, the Company shall have accrual of Liquidated Damages will cease until the optionnext Registration Default, uponif any.

Demand Registration. (a) At any time commencing after on the effective first date that the Company has been subject to the requirements of Section 12 or 15(d) of the public offering hereof Exchange Act for a period of at least 12 calendar months and expiring five (5) years thereafterfrom the effective date of the Registration 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 Representative's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights rights under Section 7.2 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 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 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 requestrequestpursuant to Section 9.3(b) hereof (collectively, the ------- "Requesting 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 the Requesting Holders. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) 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

Demand Registration. (a) At any time commencing after ________________, 1999 (12 months from the effective date of Effective Date) through and including ___________________, 2003 (60 months from the public offering hereof and expiring five (5) 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 Warrants and the Redeemable Warrants underlying the WarrantsRepresentative's Purchase Options) shall have the right (which right is in addition to the registration rights under 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 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 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. (b) 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 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. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after , 1999 (12 months from the Effective Date) through and including , 2003 (60 months from the Effective Date), any Holder or Holders of a Majority of Representative's Purchase Options and/or 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 Holder or Holders, provided, however, that the provisions of Section 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 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 Warrants Representative's Purchase Options and/or Warrant SecuritiesUnits 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 have repurchase (i) any and all Units underlying the option, uponRepresentative'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. (a) At any time commencing one (1) year after the effective date of the public offering hereof Registration Statement and expiring five (5) years thereafterfrom the effective date of the Registration 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 Placement Agent's Warrants and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section 7.2 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 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 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. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section 9.3, 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, the Holders of a Majority of the Placement Agent's Warrants and/or 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 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 such Holders; provided, however, that the provisions of Section 9.4(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 Securities Shares within the time period specified in Section 7.4(a9.4(a) hereof pursuant to the written notice specified in Section 7.3(a9.3(a) of the Holders of a Majority of the Holders of the Placement Agent's Warrants and/or Warrant SecuritiesShares, the Company shall have the Company, at its option, uponmay 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. (a) At any time commencing after the effective date of the public offering hereof September 1, 1999 and expiring five (5) 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 and the Redeemable Warrants underlying the Warrants) and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section 7.2 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 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 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"). (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 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. (c) Notwithstanding anything In addition to the contrary contained hereinregistration rights under Section 9.2 and subsection (a) of this Section 9.3, if at any time commencing September 1, 1999 and expiring on the Expiration Date, the Holders of Warrants and/or Warrant Shares shall have the right on one occasion, exercisable by written request to the Company, to have the Company shall not have filed prepare and file with the Commission a registration statement for so as to permit a public offering and sale by such Holders of their respective Warrant Shares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Securities within Shares requested to be registered by such Holders have been sold; provided, however, that the time period specified in provisions of Section 7.4(a9.4(b) hereof pursuant shall not apply to any such registration request and registration and all costs incident thereto shall be at the written notice specified in Section 7.3(a) of a Majority expense of the Holder or Holders of the Warrants and/or Warrant Securities, the Company shall have the option, uponmaking such request.