Common use of Demand Registration Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement January 22, 1999 and expiring four (4) years thereafteron the Expiration Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) Warrants and/or Warrant Shares shall have the right on one occasion (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten fifteen (1015) days after receiving notice from the Company mails notice of such requestrequest pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Shares so as to allow the unrestricted sale of the Warrant Shares to the public from time to time until the earlier of the following: (i) the Expiration Date, or (ii) the date on which all of the Warrant Shares requested to be registered by the Requesting Holders have been sold (the "Registration Period"). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Warrants and/or Warrant Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one year after the effective date of the registration statement January 22, 1999 and expiring four (4) years thereafteron the Expiration Date, the Holders of Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its their respective Warrant SecuritiesShares from time to time until the first to occur of the following: (i) the expiration of this Agreement, or (ii) all of the Warrant Shares requested to be registered by such Holders have been sold; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year after ____________, 1998 (12 months from the effective date of Effective Date) through and including ____________, 2002 (60 months from the registration statement and expiring four (4) years thereafterEffective Date), the Holders of the Underwriter's Warrants and/or Warrant Securities Common Stock underlying same representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Common Stock underlying same for nine (9) consecutive months by such Holders and any other holders Holders of the Underwriter's Warrants and/or Warrant Securities Common Stock underlying same who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Common Stock underlying same within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after ____________, 1998 (12 months from the effective date of Effective Date) through and including ____________, 2002 (60 months from the registration statement and expiring four (4) years thereafterEffective Date), the any Holder or Holders of Representativea Majority of Underwriter's Warrants and/or Warrant Securities shares of Common Stock underlying same shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders of its Warrant Securities; Holder or Holders, provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the shares of Common Stock underlying the Underwriter's Warrants within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Underwriter's Warrants and/or shares of Common Stock 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 repurchase (i) any and all Common Stock underlying the Underwriter's Warrants at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a). Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement on ______ __, 1999 and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) more than 50% of such securities at that time outstanding (assuming the exercise of all of the Warrants) ), shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasiontwo occasions, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, Holders in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) business days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or the majority of the Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) business days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement on ______ __, 1999 and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities representing more than 50% of such securities at the time outstanding (assuming the exercise of all of the Warrants) shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders of its their Warrant Securities; provided, however, that the provisions of Section (i)(27.5(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

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

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

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

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

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

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

Demand Registration. (1a) At any time commencing one year from during the effective date term of the registration statement and expiring four (4) years thereafterthis Warrant, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the CompanyIssuer, to have the Company Issuer prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company Issuer and counsel for the Underwriter Yankees and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company Issuer within ten (10) days after receiving notice from the Company Issuer of such request. (2b) The Company Issuer covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition Notwithstanding anything to the registration rights under this Section (i) at any time commencing one year after contrary contained herein, if the effective date of the Issuer shall not have filed a registration statement and expiring four (4for the Warrant Securities within the time period specified in Section 7.4(a) years thereafter, hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of Representative's the Warrants and/or Warrant Securities, the Issuer agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities it shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine repurchase (9i) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto Warrant Securities at higher of the Market Price as defined in Section 3.2(a) per share of Capital 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. (d) Such repurchase shall be at in immediately available funds and shall close within two (2) days after the expense later of (i) the expiration of the Holder period specified in Section 7.4(a) or Holders making such request(ii) the delivery of the written notice of election specified in this Section 7.3(d).

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

Demand Registration. (1a) At any time commencing one year from during the effective date of the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityDemand Holder" (as hereinafter definedsuch term is defined in Section 7.4(d) below) of such securities (assuming the exercise of all of the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section (i) 7.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasiontwo occasions, at the sole expense of the Company, a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Underwriter and such Demand Holders), 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 for nine (9) consecutive months by such Demand Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten twenty (1020) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders Demand Registration Request to all other registered Holders holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 7.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 7.4(a) hereof by notifying the Company of their decision to have such securities included within ten (10) days of their receipt of the Company's notice. (3c) In addition to the registration rights provided for under Section 7.3 hereof and subsection (a) of this Section (i) 7.4, at any time commencing one year after during the effective date Warrant Exercise Term, any Demand Holder (as defined below in Section 7.4(d)) of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasionoccasion in respect of all holders of Registrable Securities, with the Commission a registration statement Registration Statement so as to permit a public offering and sale for nine (9) consecutive months by of such Holders of its Warrant Registrable Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the holders of the Registrable Securities included in such Registration Statement; and, provided, further, that a Demand Holder shall not be entitled to exercise any registration right pursuant to this Section 7.4(c) without the prior written consent of Holder. If a Demand Holder shall give notice to the Company at any time of its or Holders making their desire to exercise the registration right granted pursuant to this Section 7.4(c), then within ten (10) days after the Company's receipt of such requestnotice, the Company shall give notice to the other holders of Registrable Securities advising them that the Company is proceeding with such registration and offering to include therein the Registrable Securities of such holders, provided they furnish the Company with such appropriate information in connection therewith as the Company shall reasonably request in writing. Nothing contained herein shall require the Company to undergo an audit of its financial statements other than in the ordinary course of business. (d) The term "Demand Holder" as used in this Section 7.4 shall mean any holder or any combination of holders of Registrable Securities, if included in such holders' Registrable Securities are that aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) as would constitute 50% or more of the aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) included in all of the Registrable Securities, but in any event not less than 100,000 Shares.

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

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

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

Demand Registration. (1a) At So long as the Company shall have had any time commencing one year from of its securities registered under the effective date Act or the Exchange Act, then, until the expiration of the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing represent- ing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the then outstanding Warrants) shall have the right on two separate occasions (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasiontwo occasions, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Agent and Holders, Holders in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares 5 5 for nine (9) consecutive months 120 days by such Holders Holder and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition All expenses (other than underwriting discounts and commissions) incurred in connection with registration, filings or qualification pursuant to the first registration rights under request made pursuant to subsection (a) of this Section 7.3, including, without limitation, all registration, listing, filing and qualification fees, printers and accounting fees and the fees and disbursements of counsel for the Holders participating in such shall be borne by the Company. Upon a second registration request pursuant to subsection (ia) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafterthis Section 7.3, the Holders of Representative's Warrants and/or Warrant Securities requesting registration shall have the right, exercisable by written request bear such costs on a pro-rata basis with respect to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders Agent's securities in respect of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestwhich they are requesting registration.

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

Demand Registration. (1a) At any time commencing one year from after the date hereof and expiring five (5) years after the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities shares of Common Stock underlying the Warrants or any other securities issuable upon exercise of the Warrants for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request.; provided. however, upon receipt of a request for a registration pursuant to this SECTION 7.3, the Company may, one time, in any 12 month period (i) postpone the filing of a registration statement for a period not to exceed ninety (90) days from the date of receipt of such request, if the President of the Company furnishes to the Holders requesting registration a certificate signed by the Company's President stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company for a public offering of the Company's securities to be commenced in the near future or (ii) postpone the filing of a registration statement for a period not to exceed ninety (90) days from the effective date of any registration statement relating to a primary underwritten offering of securities of the Company which has been declared effective prior to the date of receipt of a request for registration. If the Company so determines to postpone a registration requested by the Holders pursuant to this SECTION 7.3, it shall promptly notify the requesting Holders of such determination including the reason therefor, whereupon the requesting Holders shall be entitled to withdraw such request and such registration shall not count as a registration under this SECTION 7.3. In addition, the Company may, one time, in any 12 month period, suspend the effectiveness of any registration statement filed pursuant to this SECTION 7.3 for a period of forty-five (45) days, if the President of the Company furnishes to the Holders of securities registered pursuant to this SECTION 7.3 a certificate signed by the Company's President stating that the Board of Directors of the Company has determined, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company; provided, however, that the period of time which such registration statement is required to be effective shall be increased by the number of days that the registration statement was suspended (the "Suspension Period"); and provided, further, that the Company shall furnish to each Holder of securities registered pursuant to SECTION 7.3 a notice stating that the Suspension Period has been terminated within three (3) business days following the date of such termination.. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the applicable securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company shall have the option upon the written concurrence of a Majority of the Holders of the Warrants and/or Warrant Securities to repurchase (i) any and all Warrant Securities at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(c). (d) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; shares of Common Stock underlying the Warrants or any other securities issuable upon exercise of the Warrants provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement after May 10, 1995, through and expiring four (4) years thereafterincluding May 9, 1999, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defineddefined in Section 7(k)(l)) of such securities (assuming the exercise of all of the Warrantswarrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by ------- written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and such Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all ------- other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and ------- subsection (a) of this Section (i) 7.3, at any time commencing one year after the effective date May 10, 1995 ------- through and including May 9, 1999, Holders of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities representing a Majority shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration ------- request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the ------- written notice specified in Section 7.3(a) of a Majority of the Holders of the ------- Warrants and/or Warrant Securities, unless the Holders fail to comply with their obligation hereunder, the Company agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities it shall repurchase (i) any and all Warrant Securities at the higher of the Market Price (as defined in Section 8.1(a)) 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. (1a) At any time commencing one year from after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) SECTION 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) SECTION 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under SECTION 7.2 and subsection (a) of this Section (i) SECTION 7.3, at any time commencing one year after the effective date of the registration statement hereof and expiring four five (45) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Securities provided, however, that the provisions of Section (i)(2SECTION 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Securities within the time period specified in SECTION 7.4(a) hereof pursuant to the written notice specified in SECTION 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Company may, at its option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities requesting such registration, repurchase (i) any and all Warrant Securities of such Holders at the higher of the Market Price per share of Common Stock and per 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. (1i) At any time commencing one (1) year from and expiring five (5) years after the effective date of the registration statement and expiring four Company's Registration Statement relating to the Initial Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" majority (as hereinafter defined) of such securities (assuming the shares of Common Stock purchased and purchasable upon exercise of all of the Warrants) Stock Warrants and the Warrants shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), solely on one (1) occasion, a registration statement on Form F-1 (or other appropriate form), and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale for a period of their respective Warrant Securities for nine (9) consecutive months of the shares of Common Stock purchased or purchasable by such Holders and any other holders Holders of the Stock Warrants and/or Warrant Securities who notify and the Company within ten Warrants upon exercise thereof (10) days after receiving notice from such shares of Common Stock being hereinafter referred to as the Company "Registrable Securities"). The Holders of such request. (2) the Stock Warrants and Warrants may demand registration without exercising the Stock Warrants or Warrants, and are never required to exercise same. The Company covenants and agrees to give written notice of any registration request under this Section (i7(a) by any Holder or Holders to all other registered Holders of the Stock Warrants and the Warrant Warrants and the Registrable Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.registration

Demand Registration. (1a) At any time time, commencing one year ninety(90) days from the effective date that the Company becomes a reporting company under the Securities and Exchange Act of 1934, as amended, and during the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Holders of the Warrants and/or Warrant Securities representing a any "MajorityMajority Holder" (as hereinafter definedsuch term is defined in Section 6.4(d) below) of such securities (assuming the exercise of all of the Warrants) Registrable Securities shall have the right (which right is in addition to the piggyback registration rights provided for under Section (i) 6.3 hereof), exercisable by written notice to the CompanyCompany (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a registration statement Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion of both counsel for the Company and counsel for the Underwriter and Holderssuch Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant the Registrable Securities by the holders thereof, for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such requestmonths. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders Demand Registration Request to all other registered Holders holders of the Warrants and the Warrant Registrable Securities within ten (10) days from the date of the Company's receipt of any such registration requestDemand Registration Request. After receiving notice from the Company as provided in this Section 6.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 6.4(a) hereof by notifying the Company of their decision to include such securities within twenty (20) days of their receipt of the Company's notice. (3c) In addition to the registration rights provided for under Section 6.3 and subsection (a) of this Section (i) 6.4, at any time commencing one year after during the effective date Warrant Exercise Term, any Majority Holder (as defined below in Section 6.4(d)) of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Registrable Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and filefile with the Commission, on one occasionoccasion in respect of all holders of Registrable Securities, with the Commission a registration statement Registration Statement so as to permit a public offering and sale of such Registrable Securities for nine (9) consecutive months by such Holders of its Warrant Securities; months, provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.holders of the Registrable Securities included in such

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

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

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

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

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

Demand Registration. (1a) At Subject to the provisions of the Stockholders Agreement and this Section 3, KKR Holders which, individually or in the aggregate, at the time of the request provided for below, hold at least 10% of the Issuer’s issued and outstanding Common Stock, may, at any time commencing one year and from the effective date of the registration statement and expiring four (4) years thereaftertime to time, the Holders of the Warrants and/or Warrant Securities representing make a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition written request to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission")Issuer for registration, on one occasion, a the appropriate registration statement and such other documents, including a prospectusform, as may be necessary provide by Section 3(d) below, under and in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply accordance with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant all or part of the Registrable Securities for nine (9) consecutive months then held by such Holders and any other holders KKR Holders. Subject to the provisions of the Warrants and/or Warrant Stockholders Agreement and this Section 3, upon the earlier to occur of (i) the closing of the Issuer IPO, and (ii) the fifth anniversary of the Closing Date, Trimaran Holders, which, individually or in the aggregate, at the time of the request provided for below, hold at least 10% of the Issuer’s issued and outstanding Common Stock, may, at any time and from time to time, make a written request to the Issuer for registration on the appropriate registration form, as provide by Section 3(d) below, under and in accordance with the provisions of the Securities who notify Act, of all or part of the Company within ten (10) days after receiving notice from the Company of Registrable Securities then held by such requestTrimaran Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the Promptly upon receipt of any such registration request. (3) In addition to the registration rights under request contemplated by this Section 3(a) (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years but in no event more than five business days thereafter), the Holders Issuer will serve written notice (the “Demand Notice”) of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request to all Holders (including Minority Stockholders and Management Holders deemed Holders pursuant to Section 11 hereof), and the Issuer will include in such registration all Registrable Securities of any such Holder with respect to which the Issuer has received written requests for inclusion therein within 10 days after the Demand Notice has been given to the applicable Holders. All requests made pursuant to this Section 3 will specify the aggregate amount of Registrable Securities to be registered and all costs incident thereto shall be at will also specify the expense intended methods of the Holder or Holders making such requestdisposition thereof.

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

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

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

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

Demand Registration. (1a) At any time commencing one (1) year after the Effective Date of the Registration Statement and expiring five (5) years from the effective date of the registration statement and expiring four (4) years thereafterEffective 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 Warrants) Representative's Warrants and/or Warrant Shares shall have the right (which right is in addition to the registration rights under Section (i) 9.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the 10 Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale by such Holders and any other Holders of the Representative's Warrants and/or Warrant Shares who notify the Company within fifteen (15) days after the Company mails notice of such request pursuant to Section 9.3(b) hereof (collectively, the "Requesting Holders") of their respective Warrant Securities Shares for the earlier of (i) nine (9) consecutive months by such Holders and any other holders or (ii) until the sale of all of the Warrants and/or Warrant Securities who notify Shares requested to be registered by the Company within ten (10) days after receiving notice from the Company of such requestRequesting Holders. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 9.3 by any Holder or Holders representing a Majority of the Representative's Warrants and/or Warrant Shares to all other registered Holders of the Representative's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 9.2 and subsection (a) of this Section (i) 9.3, at any time commencing one (1) year after the effective date Effective Date of the registration statement Registration Statement and expiring four five (45) years thereafterfrom the Effective Date, the Holders of a Majority of the Representative's Warrants and/or Warrant Securities Shares shall have the rightright on one occasion, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, file with the Commission a registration statement so as to permit a public offering and sale by such Holders of their respective Warrant Shares for the earlier of (i) nine (9) consecutive months or (ii) until the sale of all of the Warrant Shares requested to be registered by such Holders of its Warrant SecuritiesHolders; provided, however, that the provisions of Section (i)(29.4(b) hereof shall not apply to any such 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. (1a) At any time commencing one year after , 1998 (12 months from the effective date of Effective Date) through and including , 2002 (60 months from the registration statement and expiring four (4) years thereafterEffective Date), the Holders of the Warrants Representative's Purchase Options and/or Warrant Securities Units underlying same representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the WarrantsRepresentative's Purchase Options) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Units underlying same for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants Representative's Purchase Options and/or Warrant Securities Units underlying same who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants Representative's Purchase Options and the Warrant Securities Units underlying same within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after , 1998 (12 months from the effective date Effective Date) through and including , 2002 (60 months from the Effective Date), any Holder or Holders of the registration statement and expiring four (4) years thereafter, the Holders a Majority of Representative's Warrants Purchase Options and/or Warrant Securities 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 Holders of its Warrant Securities; Holder or Holders, provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the shares of common stock, the Warrants and the Warrant 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 Representative's Purchase Options and/or Units underlying same, the Company agrees that upon the written notice of election of a Majority of the Holders of the Representative's Purchase Options and/or Units underlying same it shall repurchase (i) any and all Units underlying the Representative's Purchase Options at the higher of 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. (1a) At any time commencing one (1) year from after the effective date of the registration statement hereof and expiring four (4) 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) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one 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 Underwriter Representative and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for 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 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. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) and (b) of this Section (i) 7.3, at any time commencing one (1) year after the effective date of the registration statement hereof and expiring four (4) years thereafter, the Holders any Holder of Representative's Warrants and/or Warrant Securities 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 occasionoccasion 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 Holders Holder of its Warrant SecuritiesShares; provided, however, that the provisions of Section (i)(27.4(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 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 Shares, the Company may, at its option, upon 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. (1) At any time commencing one year from on the first anniversary of and expiring on the fifth anniversary of the effective date of the registration statement and expiring four Company's Registration Statement relating to the Initial Public Offering (4) years thereafterthe "Effective Date"), the Holders of the Warrants and/or Warrant Securities representing a "Majority" Majority (as hereinafter defined) in interest of such securities the Representative's Warrant, or the Majority in interest of the Representative's Securities (assuming the exercise of all of the WarrantsRepresentative's Warrant) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the U.S. Securities and Exchange Commission (the "Commission"), on one (1) occasion, a registration statement on Form ▇▇-▇, ▇-▇ or other appropriate form, and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale sale, for a period of their respective Warrant Securities for nine (9) consecutive months months, of the Representative's Securities by such Holders and any other holders Holders of the Warrants Representative's Warrant and/or Warrant the Representative's Securities who notify the Company within ten fifteen (1015) business days after receiving receipt of the notice described in Section 7(b)(2). The Holders of the Representative's Warrant may demand registration prior to exercising the Representative's Warrant, and may pay such exercise price from the Company proceeds of such requestpublic offering. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder or Holders to all other registered Holders of the Warrants Representative's Warrant and the Warrant Representative's Securities within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition For purposes of this Agreement, the term "Majority" in reference to the registration rights under this Section Holders of the Representative's Warrant or Representative's Securities, shall mean in excess of fifty percent (50%) of the then outstanding Representative's Warrant or Representative's Securities that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are not held by written request to the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have not been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that under the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestAct.

Demand Registration. (1) At any time commencing one year from after the effective date of the registration statement Registration Statement and expiring four ending on the fifth (45th) years thereafteranniversary of the effective date of the Registration Statement, the Holders of the Warrants and/or Warrant Registrable Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Underwriter's Warrants) (the "INITIATING HOLDERS") shall have the right (which right is in addition to the registration rights under Section (i) 7.3 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Registrable Securities for nine up to two hundred and seventy (9270) consecutive months days by such Holders and any other Holders of Registrable Securities, as well as any other security holders of the Warrants and/or Warrant Securities possessing similar registration rights, who notify the Company within ten twenty-one (1021) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.4 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Registrable Securities, as well as any other security holders possessing similar registration rights, within ten (10) days from after the date of the receipt of any such registration request. (3) In addition 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 registration rights under this Section (i) at any time commencing one year after extent and subject to the effective date limitations provided herein. A Holder may elect to include in such underwriting all or a part of the registration statement and expiring four Registrable Securities it holds. (4) years thereafterThe 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 so advise the Underwriter and all Holders of Representative's Warrants and/or Warrant Registrable Securities requesting registration, and the number of shares of Common Stock or other securities that are entitled to be included in the registration and underwriting shall have be allocated among the rightUnderwriter and other Holders requesting registration, exercisable 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 request notice to the Company, to have the Company prepare underwriter and file, on one occasion, with the Commission a registration statement Initiating Holders. Any securities so as to permit a public offering and sale for nine (9) consecutive months by excluded shall be withdrawn from such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any registration. No securities excluded from such registration request and registration and all costs incident thereto by reason of such underwriters' marketing limitations shall be at the expense of the Holder or Holders making such request.included in such

Demand Registration. (1a) At any time commencing one year from on February ____, 2001 and expiring four years thereafter (which date is the fifth anniversary of the effective date of the registration statement and expiring four Registration Statement on Form SB-2 (4File No. 333-80849)) years thereafter(or such earlier time as the Warrant Securities are eligible for sale under Rule 144(k), the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) at least 50% of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.1 hereof), exercisable by written notice to the Company, on one occasion only to request to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and and, if either the Underwriter or a majority of the Holders electing to participate in the registration requested pursuant to this Section 7.2(a) have retained counsel in connection with such registration, counsel for each of the Underwriter and Holdersa majority of the Holders electing to participate in such registration, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities who notify the Company of their decision to join within ten (10) 15 days after receiving notice from the Company of such requestpursuant to Section 7.2(b). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.2 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i) 7.1 and Section 7.2(a), at any time commencing one year after the effective date of the registration statement February ____, 2001 and expiring four years thereafter (4or such earlier time as the Warrant Securities are eligible for sale under Rule 144(k)), any Holder(s) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have require the Company to prepare and file, on one occasion, with the Commission a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of counsel for the Company and, if either the Underwriter or a majority of the Holders electing to participate in the registration requested pursuant to this Section 7.2(c) have retained counsel in connection with such registration, counsel for each of the Underwriter and the majority of the Holders electing to participate in such registration, so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder(s) of its their respective Warrant Securities; , provided, however, that (i) a minimum of 50% of the Warrant Securities issuable upon exercise of the Warrants issued on the date hereof must be registered under such registration statement, and (ii) the provisions of Section (i)(27.3(b) hereof shall not apply to any such registration request and all reasonable costs, fees and expenses in connection therewith, including, without limitation, registration fees, legal and all costs incident thereto accounting fees, printing fees, blue sky fees and expenses, that have been approved in advance by a majority of the Holders participating in such registration, shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding the provisions of Sections 7.2(a) and 7.2(c), if the Company shall not have filed a registration statement relating to the Warrant Securities within the time period specified in Section 7.3(a) hereof, the Company shall have the obligation, upon the written notice of election of at least 50% of the Holders of the Warrants and/or Warrant Securities, to repurchase (i) any and all Warrant Securities held by such persons at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.2(a) or (y) the expiration of the period specified in Section 7.3(a) and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two days after the later of (i) the expiration of the period specified in Section 7.3(a) or (ii) the delivery of the written notice of election specified in this Section 7.2(d). (e) Notwithstanding the provisions of Sections 7.2(a) and (c), if at any time during which the Company is obligated to maintain the effectiveness of a registration statement pursuant to such Sections 7.2(a) and (c), the Company's Board of Directors, after the consultation with counsel to the Company (which counsel shall be experienced in securities matters) has determined in good faith that the filing of such registration statement or the compliance by the Company with its disclosure obligations thereunder would require the disclosure of material information which the Company has a bona fide business purpose for preserving as confidential, then the Company may delay the filing or the effectiveness of such registration statement (if not then filed or effective, as appropriate) and shall not be required to maintain the effectiveness thereof for a period expiring upon the earlier to occur of (i) the date on which such information is disclosed to the public or ceases to be material or the Company is so able to comply with its disclosure obligations or (ii) 30 days after the Company's Board of Directors makes such good faith determination. There shall not be more than one such delay period with respect to any registration pursuant to Section 7.2(a) or (c). Notice of any such delay period and of the termination thereof will be promptly delivered by the Company to each Holder and shall be maintained in confidence by each such Holder.

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

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

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

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

Demand Registration. (1a) At any time commencing one year from after 180 days after the effective date IPO each of (1) the registration statement Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and expiring four (4) years thereafterthe Founders (acting as a group) (such Shareholders identified in clauses (1) through (4), the Holders “Registration Rights Holders”) may each notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request (the “Demand Request”). In addition, any two of the Warrants and/or Warrant Securities representing a "Majority" Registration Rights Holders, acting together, may notify the Company of one additional Demand Request. No later than twenty (as hereinafter defined20) days after receipt of such securities Demand Request, the Company shall promptly deliver notice of such request to all other Shareholders holding Registrable Securities who shall then have thirty (assuming 30) days to notify the exercise Company in writing of all of their desire to be included in such registration. If the Warrants) Demand Request contemplates an underwritten public offering, the Company shall have state such in the written notice and in such event the right (which right is of any Person to participate in addition to the such registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and shall be conditioned upon such other documents, including a prospectus, as may be necessary Person’s participation in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a such underwritten public offering and sale the inclusion of their respective Warrant such Person’s Registrable Securities for nine in the underwritten public offering to the extent provided herein. The Company will use its commercially reasonable efforts to expeditiously effect (9) consecutive months by such Holders and but in any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) event no later than 180 days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any the Demand Request) the registration of all Registrable Securities whose holders request participation in such registration request. (3) In addition under the Securities Act, but only to the registration rights under extent provided for in this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities2.1; provided, however, that the provisions of Section (i)(2) hereof Company shall not apply be required to effect registrations pursuant to a request under this Section 2.1 more than five times, one by each of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group) and one by any two of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within one hundred and twenty (120) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering (subsequent to the IPO) in which the holders of Registrable Securities shall have been entitled to join and in which there shall have been effectively registered a majority of the Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2.1(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating Shareholders; provided, however, that a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2.1(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and all costs incident thereto without reduction in the number of demand registrations permitted under this Section 2.1(a). (b) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be at reduced to a number deemed satisfactory by such managing underwriter; provided, that the expense shares to be excluded shall be determined in the following order of priority: (i) securities to be registered by the Company pursuant to such registration statement shall be the first to be reduced or excluded, (ii) Registrable Securities of Shareholders requesting to have their securities included in the demand registration statement filed by the Company in compliance with the Demand Request shall be the second to be reduced or excluded, and (iii) Registrable Securities of the Holder Shareholders initiating the Demand Request shall be the last to be reduced or Holders making excluded. If there is a reduction of the number of Registrable Securities pursuant to clause (iii), such requestreduction shall be made in proportion (as nearly as practicable) to the number of Registrable Securities owned by the Shareholders initiating the Demand Request, and, if such reduction exceeds 25% of the Registrable Securities of Shareholders requested to be included in such offering, then the registration shall not cause a reduction in the number of demand registrations permitted under Section 2.1(a). (c) With respect to a request for registration pursuant to Section 2.1(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the majority of the Registration Rights Holder(s) that made the Demand Request. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within one hundred and twenty (120) days following the effective date of any registration required pursuant to this Section 2.1. (d) The Company will not be obliged to effect any demand registration when (i) the request for registration does not cover that number of common shares with an anticipated gross offering price of at least $10,000,000, or (ii) the amount of common shares to be sold in such registration represents more than 15% of the Company’s share capital.

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

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

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

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

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

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

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

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

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

Demand Registration. (1a) At any time commencing one year from the effective date request of Sponsors, the ------------------- Company shall use reasonable efforts to effect the registration under the Securities Act pursuant to the terms of this Section 4.1(a) of the registration statement and expiring four (4) years thereafter, shares of Common Stock held by Sponsors; provided that upon the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise Public Sale of all of the Warrants) shall have the right (which right is in addition -------- Sponsors' Common Stock, Sponsors will no longer be entitled to the any registration rights pursuant to this Section 4. 1. At the request of Cendant, the Company shall use reasonable efforts to effect a registration under the Securities Act pursuant to this Section 4.1(a) of the shares of Common Stock or Convertible Preferred Stock held by Cendant. Sponsors jointly and Cendant shall each be entitled to four underwritten registrations pursuant to this Section 4.1 and Sponsors jointly and Cendant shall each be entitled to one "shelf" registration pursuant to this Section 4. 1. Until the earlier of (i) hereofthe third anniversary of the date hereof or (ii) the date on which Sponsors own less than 5% of the Common Stock, in any such registration requested by Sponsors or Cendant, and in any additional underwritten registrations of Common Stock held by Sponsors or Cendant which the Company elects to effect (other than as required pursuant to this Section 4.1(a)), exercisable Sponsors shall be entitled to register up to the greater of (i) 80% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised) or (ii) such percentage of the total number of shares to be registered in the secondary offering by Sponsors and Cendant such that Sponsors will have sold at least 70% of all shares sold by Sponsors and Cendant following the Company's initial public offering. After the third anniversary of the date hereof, in any registration requested by Sponsors or Cendant, and in any additional under written notice registrations of Common Stock held by Sponsors or Cendant which the Company elects to effect (other than as required pursuant to this Section 4.1(a)), each of Sponsors and Cendant shall be entitled to register a number of shares equal to 50% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised). Notwithstanding the foregoing, once Sponsors own less than 5% of the Common Stock, in any registration requested by Cendant or Sponsors, Cendant shall be entitled to register 100% of the total number of shares to be registered in a secondary offering (including any shares to be sold pursuant to the underwriters' overallotment option, if exercised), subject to Sponsors' right to include shares in such registration pursuant to Section 4.2 (subject to the limitations set forth in Section 4.2(b)). In any registration hereunder, Cendant shall be entitled, at its election, to (i) register the number of shares permitted to be registered by Cendant hereunder or (ii) cause the Company to register on its own behalf the number of shares set forth in clause (i) and use the proceeds from the sale of such shares to redeem, at Cendant's election, the Convertible Preferred Stock or Senior Preferred Stock, if permitted by applicable law. If the proceeds of any sale under this Section 4.1 are not permitted under applicable law to be used to redeem the Convertible Preferred Stock or Senior Preferred Stock, then such proceeds shall be held by the Company to be paid in respect of such shares when and to the extent permitted by law. (b) Registrations under this Section 4.1 shall be on such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of the Common Stock in accordance with the intended method or methods of disposition. (c) The Company will pay all Registration Expenses in connection with any registration pursuant to this Section 4.1. (d) If a registration pursuant to this Section 4.1 involves an underwritten offering, the underwriter or underwriters thereof shall be selected, after consultation with the Company, jointly by Sponsors and Cendant, and shall be reasonably acceptable to the Company, . (e) A registration requested pursuant to this Section 4.1 shall not be deemed to have the Company prepare and file with the Securities and Exchange Commission been effected (the "Commission"), on one occasion, i) if a registration statement and such other documentswith respect thereto has not become effective, including provided that a prospectusregistration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal of Sponsors or Cendant to proceed shall be deemed to have been effected by the Company at the request of Sponsors or Cendant, as the case may be necessary be, (ii) if, after it has become effective, such registration becomes subject to, for longer than 90 days, any stop order, injunction or other order of the Commission or other governmental agency or court for any reason or (iii) if the conditions to closing specified in the opinion purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than by reason of both counsel for some act or omission by Sponsors. If a registration requested pursuant to this Section 4.1 is to be a "shelf" registration, the Company and counsel for the Underwriter and Holders, in order shall use reasonable efforts to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any keep such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing statement effective for one year after the effective date thereof, provided that the Company shall not be required to keep the registration statement effective if the continued effectiveness of the registration statement would require the Company to disclose a material financing, acquisition or other corporate development and expiring four the Company shall have determined that such disclosure is not in the best interests of the Company for such period not to exceed 180 days; and provided further that the requirement to use reasonable efforts to keep the registration statement effective shall be extended one day for each day that the Company allows the effectiveness of the registration statement to lapse in reliance on the preceding proviso. (4f) years thereafterIf a registration pursuant to this Section 4.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Common Stock being registered) that, in its opinion, the Holders number of Representative's Warrants and/or Warrant Securities shall have shares of Common Stock requested to be included in such registration exceeds the right, exercisable by written request number which can be sold in such offering within a price range acceptable to the CompanyStockholders requesting such registration, the Company will include in such registration, to have the extent of the number which the Company prepare is so advised can be sold in such offering, Common Stock to be included in such registration by Sponsors and fileCendant (or, if Cendant makes the election described in Section 4.1(a), the Company) pro rata among such holders on one occasion, with the Commission a registration statement so as basis of the number of --- ---- shares of Common Stock requested to permit a public offering and sale for nine (9) consecutive months be included by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestholders.

Demand Registration. (1a) At any time For a period commencing one year on the Effective Date, and ending five (5) years from the effective date of the registration statement and expiring four (4) years thereafterEffective Date, the Holders of the Warrants and/or Warrant Securities Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities Shares for nine (9) consecutive months by such Holders and any other holders Holders of the Warrants and/or Warrant Securities Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, for a period commencing on the Effective Date, and ending five (i5) at any time commencing one year after years from the effective date Effective Date, unless all of the registration statement Warrants issued and expiring four (4) years thereafter, issuable have been exercised and the Holders of Representative's the Warrant shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resalable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Securities Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holders Holder of its Warrant Securities; Shares provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Shares, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Shares it shall have the option to repurchase (i) any and all Warrant Shares at the higher of the Market Price per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period specified in Section 7.4(a), and (ii) any and all Warrants at such Market Price less the Exercise Price of such Warrant. Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3(d).

Demand Registration. (1) At 4.1.1 Subject to paragraphs 4.1.4, 4.1.5 and 4.1.6 of this Article IV, at any time commencing and from time to time following the first anniversary of the date hereof, the WLR Registrable Funds or any Stockholder or group of Stockholders of no less than an aggregate of 50% of the Registrable Shares (the "Requesting Holders") may make a written request for registration under the Securities Act of all or part of the Requesting Holders’ Registrable Shares (a "Demand Registration"); provided, however, that the right to request a Demand Registration may be exercised no more than two times by the WLR Funds and three times by the Investors (provided, however, it being agreed that no single Investor may initiate a Demand Registration more than one year time). Each such request will specify the number of Registrable Shares proposed to be offered for sale by the Requesting Holders and will also specify the intended method of disposition thereof. 4.1.2 If the Requesting Holders elect, the offering of the Requesting Holders’ Registrable Shares pursuant to such Demand Registration will be in the form of an underwritten Public Offering. Subject to the approval of the Company, the Requesting Holders will select the managing underwriter and any additional underwriters in connection with the offering. A registration will not count as a Demand Registration until it has become effective. 4.1.3 If, in connection with any Demand Registration that is to be an underwritten Public Offering, the Company, any other Stockholders or any other holders of Registrable Shares exercising registration rights also desire to sell shares of Common Stock and the managing underwriter of such offering advises the Company, the Requesting Holders and such other Stockholders in writing that the total number of shares requested to be so included in such registration exceeds the number of shares of Common Stock which can be sold in such offering or that the success or pricing of the offering would be materially and adversely affected by the inclusion of all of the shares requested to be so included, then the Company will include in such registration (i) first, the Registrable Shares requested to be included by the Requesting Holders, such other Stockholders and such other holders exercising registration rights, allocated pro rata among them in accordance with the number of Registrable Shares held by each of them so that the total number of Registrable Shares to be included in such offering for the account of all such Persons will not exceed the number recommended by such managing underwriter, (ii) second, the shares of Common Stock that the Company proposes to offer for sale, which number of shares to be registered will be reduced to the extent necessary to reduce the total number of shares to be included in such offering to the number recommended by such managing underwriter and (iii) third, such number of other shares of Common Stock as the holders thereof desire to offer for sale and the Company and the managing underwriter recommend be included in such offering. 4.1.4 Notwithstanding the foregoing provisions of this Section 4.1, the Requesting Holders may not request a Demand Registration (i) if a registration statement has been filed by the Company with the Commission, unless such registration statement has been withdrawn or has been effective for a period of 90 calendar days, or (ii) if an underwritten offering of Common Stock (whether for the account of the Company or any other security holders) has been consummated within the preceding nine months; provided, however, that the limitations in clauses (i) and (ii) of this sentence will not apply if the Requesting Holders were not given the opportunity, in accordance with Section 4.2, to include their Registrable Shares in the registration statement described in clause (i) or the underwritten offering described in clause (ii) (as applicable). 4.1.5 Notwithstanding the foregoing provisions of this Section 4.1, the Requesting Holders will not have the right to initiate or demand a registration hereunder unless they propose to include therein Registrable Shares which they believe in good faith to have a value of at least $10,000,000. 4.1.6 Notwithstanding the foregoing provisions of this Section 4.1, in the event the Company receives notice of a Demand Registration, the Company may elect once, but only once, by written notice to the Requesting Holders within 20 Business Days after receipt of such notice, to proceed with a registration of shares of Common Stock for the Company’s account in lieu of proceeding with the Demand Registration, in which case the provisions of Section 4.2 (and not this Section 4.1 ) will apply. If the Company exercises the right described in the preceding sentence, the Requesting Holders will not be deemed (for purposes of determining the number of future Demand Registrations that may be demanded under the terms of this Agreement) to have exercised the right to request a Demand Registration unless at least 80% of the Registrable Shares that the Requesting Holders desired to include in such registration were included pursuant to Section 4.2. 4.1.7 The Requesting Holders shall be permitted to remove all or any part of the Registrable Shares held by the Requesting Holders from any Demand Registration at any time prior to the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of covering such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3) In addition to the registration rights under this Section (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant SecuritiesRegistrable Shares; provided, however, that if, as a result of the provisions removal of Section (i)(2) hereof shall not apply to any such Registrable Shares, such registration request and registration and statement is withdrawn by the Company, such Demand Registration shall nonetheless count as a Demand Registration for purposes of determining the number of future Demand Registrations which can be requested pursuant to Section 4.1(a) hereof, unless the Requesting Holders reimburse the Company for all costs incident thereto shall be at Registration Expenses incurred by the expense of the Holder or Holders making Company in connection with such requestwithdrawn Demand Registration.

Demand Registration. (1a) At any time commencing one year from the effective date day after the closing of the registration statement IPO through and expiring four (4) years thereafterincluding the fifth anniversary thereof, the Holders of the Placement Agent's Warrants and/or and Warrant Securities Shares, representing a "Majority" (as hereinafter defined) defined of such securities the Warrant Shares of Common Stock issuable upon the exercise of the Placement Agent's Warrants (assuming the exercise of all of the Placement Agent's Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the CompanyCompany (the "Registration Notice"), to have the Company prepare and file with the Securities and Exchange Commission (the "CommissionSEC"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter Placement 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 Placement Agent's Warrants and Warrant Securities Shares for nine at least eighteen (918) consecutive months by such Holders and any other holders Holders of the Placement Agent's Warrants and/or and the Warrant Securities 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). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Placement Agent's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after within the effective date time period specified in Section 7.4(a) hereof, any Holder of the registration statement and expiring four (4) years thereafter, the Holders of RepresentativePlacement Agent's Warrants and/or Warrant Securities Shares, representing a "Majority" (as hereinafter defined) of the shares of Common Stock issuable upon the exercise of the Placement Agent's Warrants (assuming the exercise of all of the Placement Agent'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 eighteen (918) consecutive months by any such Holders Holder of its Warrant Securities; shares, provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) The Company and the Holders agree that the Holders of Placement Agents Warrants and Warrant Shares 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. If due to the failure of the Company to file a registration statement with the SEC covering the resale of the Warrant Shares within 60 days from receipt of the Registration Notice or such registration statement is not declared effective within 120 days (the "Effective Target Date") following the receipt of the Registration Notice, each Holder shall receive a cash payment equal to the greater of (i) 10% of the Holder's aggregate per share Exercise Price or (ii) 10% of the fair market value of the Common Stock multiplied by such Holder's Warrant Shares (either actually held Warrant Shares or Warrant Shares which may be purchased), for each 30-day delay, or part thereof, payable promptly after the expiration of each 30-day period, in the filing of the registration statement or effective date of the registration statement, whichever may be applicable. For purposes of this Section, "fair market value" shall mean the average of the closing bid and closing asked prices of the Common Stock on the five (5) consecutive trading days immediately prior to receipt of the Registration Notice.

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

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

Demand Registration. (1a) At any time commencing after , 2001 (one (1) year from the effective date of the registration statement Effective Date) through and expiring four including , 2005 (4five (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 Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), at on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities 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 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). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition The Company and the Holders agree that the Holders of Underwriters Warrants and Shares (the "Securities") will suffer damages if the Company fails to the registration rights 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 in the form of interest with respect to the Securities held by each Holder ("Liquidated Damages"), if: (i) at any Registration Statement required to be filed pursuant to this Section 7.3 is not filed with the SEC on or prior to the date specified in Section 7.4(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 commencing one year 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 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 effective date first 90 day period, until all Registration Defaults have been cured, up to 100% of the registration statement number of Securities held by such Holder. The Company shall notify the Holders within one Business Day after each and expiring four 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 Securities 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 (4) years thereafterother than as set forth above). Following the cure of all Registration Defaults, the Holders accrual of Representative's Warrants and/or Warrant Securities shall have Liquidated Damages will cease until the rightnext Registration Default, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such requestif any.

Demand Registration. On any one (1) At occasion commencing at any time commencing one (1) year from after the effective date of the registration statement Effective Date and expiring four six (46) years thereafterafter the Effective Date, the Holders of the Warrants and/or and the Warrant Securities Shares representing at least a "Majority" Majority (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof)right, exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, ) a registration statement on Form ▇-▇, ▇▇-▇ (or other appropriate form) and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the 1933 Act, so as to permit a public offering and sale sale, for a period of their respective not less than twelve (12) months, of the Warrant Securities for nine (9) consecutive months Shares by such Holders Holders, and any other holders Holders of the Warrants and/or Warrant Securities Shares who shall notify the Company within ten thirty (1030) business days after receiving receipt of the notice from described in the Company of such request. (2) succeeding sentence. The Company covenants and agrees to give written notice of any registration request under this Section (i7(b) by any Holder Holder(s) of Warrants or Holders Warrants Shares to all other registered Holders of the Warrants and the Warrant Securities Shares within ten (10) calendar days from the date of the receipt of any such registration request. (3) In addition . For purposes of this Agreement, the term "Majority," or any stated percentage, in reference to the registration rights under this Section Holders of the Warrants and/or Warrant Shares or any category thereof, shall mean the Holders of Warrant Shares and Warrants or category thereof representing, in the aggregate, in excess of fifty percent (50%) or such other stated percentage of the then-outstanding Warrant Shares and Warrant Shares or category thereof into which then-outstanding Warrants or category thereof are then exercisable, excluding all Warrant Shares and Warrants that (i) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable are held by written request to the Company, an affiliate, officer, director, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith, or (ii) have been resold to have the Company prepare and file, on one occasion, public pursuant to a registration statement filed with the Commission a under the 1933 Act. For the purposes of subsection (i) above, the Underwriters and their respective officers, directors, employees and agents shall not be deemed to be affiliates, officers, directors, employees or agents of the Company. No registration statement so as filed pursuant to permit this demand registration provision (without the consent of the Holders holding a public offering Majority of the Warrant Shares requested to be registered pursuant to such registration statement) may relate to any securities other than the Warrant Shares, and sale for nine (9) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(2) hereof shall not apply no other securities may be sold incidentally to any such registration request and registration and all costs incident thereto shall be at the expense underwritten public offering of the Holder or Holders making such requestWarrant Shares so registered.

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

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

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

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

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

Demand Registration. (1a) At any time commencing after , 1998 (one (1) year from the effective date of the registration statement Effective Date) through and expiring four including , 2002 (4five (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 issued or issuable upon the exercise of the Underwriter's Warrants (assuming the exercise of all of the Underwriter's Warrants) shall have the right (which right is in addition to the registration rights under Section (i) 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one 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 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 at least nine (9) consecutive months by such Holders and any other holders 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). (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) 7.3 by any Holder or Holders to all other registered Holders of the Underwriter's Warrants and the Warrant Securities Shares within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section (i) 7.3, at any time commencing one year after within the effective date time period specified in Section 7.4(a) hereof, through and including ___________, 2002 (five (5) years from the Effective Date), any Holder of the registration statement and expiring four (4) years thereafter, the Holders of RepresentativeUnderwriter's Warrants and/or Warrant Securities Shares, representing a "Majority" (as hereinafter defined) of the shares of Common Stock issued or 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 Holders Holder of its Warrant Securities; shares, provided, however, that the provisions of Section (i)(27.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. (d) 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. In the event that the holders of the Securities are required to initiate suit or arbitration to enforce their rights under this Section 7, then the Company shall pay all reasonable costs and expenses, including attorney's fees incurred by the Holders in connection therewith.

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

Demand Registration. (1a) At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section (i) hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine twelve (912) consecutive months by such Holders and any other holders of the Warrants and/or Warrant Securities who notify the Company within ten (10) days after receiving notice from the Company of such request. (2b) The Company covenants and agrees to give written notice of any registration request under this Section (i) by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within ten (10) days from the date of the receipt of any such registration request. (3c) In addition to the registration rights under this Section (i9) at any time commencing one year after the effective date of the registration statement and expiring four (4) years thereafter, the Holders of Representative's Warrants and/or Warrant Securities shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine twelve (912) consecutive months by such Holders of its Warrant Securities; provided, however, that the provisions of Section (i)(29)(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request.