Common use of Requested Registration Clause in Contracts

Requested Registration. Until April 26, 2001 or the date that all of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, ▇▇▇▇▇▇▇ will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such time.

Requested Registration. Until April 26(a) At any time after the Closing Date, 2001 or the date that all Holders holding at least a majority of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject constituting Eligible Securities may deliver to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive Company a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act of all or a part of with respect to such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders number of the receipt of Eligible Securities owned by the Holders as shall be specified in such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from a “Registration Request”), including, if specified in the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeRegistration Request, ▇▇▇▇▇▇▇ will, as soon as practicable, use reasonable efforts to effect the a “shelf” registration statement on Form S-3 and (or if Form S-3 is not then available, Form S-1 or such other form that the Company is eligible to use with respect to the Eligible Securities) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause Act; provided, however, that the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) Company shall not be obligated to cause effect any special audit such registration pursuant to this Section 2.1 if the aggregate value on the date of the Registration Request of the Eligible Securities to be undertaken registered thereon is less than $5,000,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2.1 more than four (4) registration statements at the demand of the Holders. The party (or parties) delivering a Registration Request is hereinafter referred to as the “Requesting Holder.” (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in connection accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 business days after notice of the Registration Request delivered pursuant to Section 2.2 hereof). The Company shall also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account or for the account of other security holders or both. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder (or the holders of a majority of the shares of Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder) and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 2.1(b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) first, the number of shares of Common Stock to be registered on behalf of the Company shall be reduced (to zero, if necessary); and (ii) second, the number of shares of Common Stock to be registered on behalf of Persons other than the Holders and their Affiliates, if any, shall be entitled reduced (to postpone for a reasonable period zero, if necessary) pro rata according to the number of time, but not in excess shares of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing restricted Common Stock held by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requestedeach; and and (iii) third, the number of shares of Eligible Securities to be registered on behalf of the Holders and their Affiliates shall be entitled reduced pro rata according to postpone the number of shares of Eligible Securities held by each. (c) Notwithstanding anything to the contrary contained herein, the exercise by any Holder of any right hereunder with respect to shares of Eligible Securities shall not effect or diminish any other rights of such requested registration for up Holder hereunder with respect to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view any other securities of the advisability of deferring public disclosure of material corporate developments or other information, that Company held by such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such timeHolder.

Requested Registration. Until April 26If, 2001 or at any time prior to the third anniversary date that all of the shares of this Agreement, Mich▇▇▇ ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall ll receive a written request from one or more Shareholders that Mich▇▇▇ ▇▇▇▇▇▇▇ effect ect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Mich▇▇▇ ▇▇▇▇▇▇▇ willl, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Mich▇▇▇ ▇▇▇▇▇▇▇ within hin ten (10) days from the date of the notice by ▇▇▇▇Mich▇▇▇ to ▇▇ have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Mich▇▇▇ ▇▇▇▇▇▇▇ willl, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Mich▇▇▇ ▇▇▇▇▇▇▇ shall ll use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement -15- 129 continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇Mich▇▇▇: (i▇) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇Mich▇▇▇ is▇▇, at such time, conducting or about to conduct an underwritten public offering of Equity Securities equity securities (or securities convertible into Equity Securitiesequity securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) 90 days if Mich▇▇▇ ▇▇▇▇▇▇▇ determinesermines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇Mich▇▇▇ at ▇▇ such time.

Requested Registration. Until April 26, 2001 or the date that all of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, ▇▇▇▇▇▇▇ will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ The Company shall use its reasonable best efforts to: to register the sale or distribution by the Holders, on a delayed or continuous basis, of all of the Registrable Securities on a Form S-3 registration statement (ior any successor form to Form S-3) (the "Shelf Registration") by the date which is 180 days after the date of the Closing (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). Once declared effective, the Company shall use its reasonable best efforts to cause (x) the Resale Shelf Registration Statement to remain effective until such time as all of the Registrable Securities issued in connection with or related to the Series B Purchase Agreement can be resold to the public within any and all three month periods under Rule 144 or another similar exemption under the Securities Act (without giving effect to Rule 144(k)), and (y) the Shelf Registration to be useable by the Holders during the entire relevant period, except that the Shelf Registration may be unuseable (including by way of notice sent pursuant to Section 10(d)) for an aggregate of 90 days in any twelve month period (provided, however, that for the period consisting of the first 12 months following the date the Shelf Registration is initially declared effective under the Securities Act such 90-day period shall be reduced by the SEC as soon as practicable thereafter; and (ii) maintain number of days the effectiveness of the Resale Shelf Registration Statement continuously until the earliest of: was delayed pursuant to clause (A2) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary below of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registrationSection). ▇▇▇▇▇▇▇: (i) The Company shall not be obligated to cause take any special audit action to effect the Shelf Registration: (1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (2) if the Company shall furnish to such Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a registration statement to be undertaken declared effective in connection with any such registration; (ii) the near future, then the date by which the Company shall have the Shelf Registration effective may be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing extended by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such time90 days.

Requested Registration. Until April 26, 2001 or the date that all of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Subject to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ terms and conditions set ---------------------- forth herein, PMSI shall receive a written request from have the right, on one or more Shareholders that ▇▇▇▇▇▇▇ effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securitiesoccasion only, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10the "Demand Notice") days not later than one year from the date of Closing Date, __________, 1997 (the notice by ▇▇▇▇▇▇▇ "Demand Period"), given to have the Company to request the Company to register all or part of his Registrable the Shares under and in accordance with the provisions of the Securities included in such registration. Upon receipt of such notice, ▇▇▇▇▇▇▇ willAct. (a) The Company shall, as soon promptly as practicable, use reasonable efforts to effect the registration on Form S-3 and practicable (but in no event more than 30 days after so required or requested pursuant to Rule 415 this Section 2), file with the Commission a Registration Statement relating to the offer and sale of the Shares by PMSI. (the "Resale Registration Statement"b) under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ The Company shall use its reasonable best efforts to: (i) to cause the Resale Registration Statement to be declared effective by under the SEC as soon as practicable thereafter; Securities Act on or prior to 45 days after filing such Registration Statement pursuant to this Section 2 and (ii) maintain to keep such Registration Statement effective and to comply with the effectiveness provisions of the Resale Registration Statement continuously Securities Act with respect to the disposition of all Shares until the earliest of: earlier of (Ai) such time as all of such Shares have been disposed of in accordance with the date on which the Shareholders no longer hold Registrable Securities registered under the Resale intended methods of disposition by PMSI set forth in such Registration Statement or (Bii) the third anniversary expiration of 90 days after such Registration Statement becomes effective. (c) PMSI may not include any Shares in a Registration Statement and will forfeit its right under this Shareholder Agreement or unless PMSI furnishes to the Company in writing, within 10 business days after receipt of a request therefor, such lesser time information as the Company may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) shall not be obligated to cause any special audit to be undertaken reasonably request for use in connection with any such registration; (ii) shall be entitled Registration Statement or Prospectus or preliminary Prospectus included therein. PMSI agrees to postpone for a reasonable period of time, but not in excess of ninety (90) days, furnish promptly to the filing of any registration statement otherwise Company all information required to be prepared pursuant disclosed in order to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about make the information previously furnished to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing the Company by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would PMSI not be in the best interest of ▇▇▇▇▇▇▇ at such timemisleading.

Requested Registration. Until April 26(a) At any time after the Closing Date, 2001 or the date that all Holders holding at least a majority of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject constituting Eligible Securities may deliver to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive Company a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act of all or a part of with respect to such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders number of the receipt of Eligible Securities owned by the Holders as shall be specified in such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from a "Registration Request"), including, if specified in the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeRegistration Request, ▇▇▇▇▇▇▇ will, as soon as practicable, use reasonable efforts to effect the a "shelf" registration statement on Form S-3 and (or if Form S-3 is not then available, Form S-1 or such other form that the Company is eligible to use with respect to the Eligible Securities) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause Act; provided, however, that the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) Company shall not be obligated to cause effect any special audit such registration pursuant to this Section 2.1 if the aggregate value on the date of the Registration Request of the Eligible Securities to be undertaken registered thereon is less than $5,000,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2.1 more than four (4) registration statements at the demand of the Holders. The party (or parties) delivering a Registration Request is hereinafter referred to as the "Requesting Holder." (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in connection accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 business days after notice of the Registration Request has been delivered pursuant to Section 2.2 hereof). The Company shall also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account or for the account of other security holders or both. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder (or the holders of a majority of the shares of Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder) and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 2.1(b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) first, the number of shares of Common Stock to be registered on behalf of the Company shall be reduced (to zero, if necessary); and (ii) second, the number of shares of Common Stock to be registered on behalf of Persons other than the Holders and their Affiliates, if any, shall be entitled reduced (to postpone for a reasonable period zero, if necessary) pro rata according to the number of time, but not in excess shares of ninety restricted Common Stock held by each; and (90iii) daysthird, the filing number of shares of Eligible Securities to be registered on behalf of the Holders and their Affiliates shall be reduced pro rata according to the number of shares of Eligible Securities held by each. (c) Notwithstanding anything to the contrary contained herein, the exercise by any Holder of any registration statement otherwise required right hereunder with respect to be prepared pursuant shares of Eligible Securities shall not affect or diminish any other rights of such Holder hereunder with respect to this section if ▇▇▇▇▇▇▇ isany other securities of the Company held by such Holder. (d) In addition to any rights Leaf Mountain may have under clause (a) above, at such timewhile it is the holders of not less than an aggregate of 750,000 shares of the Common Stock (calculated assuming the exercise of all rights, conducting or about options, warrants to conduct an underwritten public offering of Equity Securities (purchase Common Stock or securities convertible into Equity Securitiesor exchangeable for shares of Common Stock), may deliver to the Company, on a single occasion, a Registration Request that the Company file and use its best efforts to cause to become effective, a registration statement under the Securities Act with respect to Eligible Securities comprising not less than 750,000 shares of Common Stock, on the terms and subject to the other conditions applicable to any Registration Request under this Section. Within forty-eight (48) and is advised in writing by its managing underwriter that hours of receipt of such underwritten public offer wouldRegistration Request, in its opinion, be adversely effected by the registration so requested; and (iii) Company shall be entitled provide written notice to postpone all of holders of Series E Preferred Stock of such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such timeRegistration Request.

Requested Registration. Until April 26If at any time commencing after the first anniversary of the effective date of the Public Offering and expiring four (4) years thereafter, 2001 the Holders of Warrants or the date that all Warrant Stock representing a majority of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by Warrant Stock issued or issuable on the Shareholders are eligible for sale under Rule 144 exercise of Warrants then outstanding shall request the SEC without any volume limitation, whichever is earlier, subject Company to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the registration Registration of some or all of their Restricted Securities under the Securities Act, the Company shall promptly give written notice of such proposed Registration to all Holders of outstanding Restricted Securities and thereupon shall, as expeditiously as possible, use its best efforts to effect the Registration under the Securities Act (and to keep such Registration effective as to permit the sale for not less than six (6) months) of: (a) the Restricted Securities which the Company has been requested to Register for disposition by the prospective Seller(s) in accordance with the intended method of disposition described in the request from such Seller(s); and (b) all other Restricted Securities, the Holder or a part Holders of which shall have made written request (stating the intended method of disposition of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, securities by the prospective Seller or Sellers) to the Company for Registration thereof within ten thirty (1030) days after receipt the giving of such written notice by the Company, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof, give notice to all other Shareholders as aforesaid) by the prospective Seller or Sellers of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from Restricted Securities so Registered; provided, however, that the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, ▇▇▇▇▇▇▇ will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) shall Company will not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared requested Registration pursuant to this section if ▇▇▇▇▇▇▇ is, at Section 12.3 more than once every 12 months during such time, conducting or about to conduct four (4) year period. In the case of an underwritten public offering of Equity Restricted Securities to be so registered, if the lead underwriter advises the Company that the number of securities to be so registered is too large a number to be reasonably sold, the number of such securities sought to be registered by each Seller shall be reduced, pro rata in proportion to the number of securities sought to be registered by all Sellers, to the extent necessary to reduce the number of securities to be registered to the number recommended by the lead underwriter. Without the prior written consent of the Lead Representative (which consent shall not be unreasonably withheld or delayed), the Company shall not grant to any Person at any time on or after the date of this Agreement the right (a "Participation Right") to request the Company to register any securities of the Company under the Securities Act by reason of the exercise by any Holder of its rights under this Section 12.3 unless such Participation Right provides that such securities shall not be registered and sold at the same time if the lead underwriter for the Seller or Sellers advises the Company in writing that sale of such securities would adversely affect the amount of, or price at which, the respective Restricted Securities being registered under this Section 12.3 can be sold. The Company agrees (i) not to effect any public or private sale or distribution of its securities, including a sale pursuant to Regulation D under the Securities Act, during the ten (10) day period prior to, and during the one hundred and eighty (180) day period beginning on, the closing date of an underwritten offering made pursuant to a registration statement filed pursuant to this Section 12.3 and (ii) use its best efforts to cause each holder of its equity securities or securities convertible into Equity Securitiesequity securities (other than equity securities distributed as part of such public offering) and is advised in writing by its managing underwriter purchased from the Company at any time prior to, on or after the date of this Agreement to agree not to effect any public sale or distribution of any such securities during such period. The Company recognizes that such underwritten public offer would, in its opinion, money damages may be adversely effected inadequate to compensate a Holder for a breach by the registration so requested; Company of its obligations under this Section 12.3 and (iii) Sections 12.4 and 12.6 below, and the Company agrees that in the event of such a breach the Holder may apply for an injunction or specific performance or the granting of such other equitable remedies as may be awarded by a court of competent jurisdiction in order to afford the Holder the benefits of this Section 12.3 and Sections 12.4 and 12.6 and that the Company shall not object to such application, entry of such injunction or granting of such other equitable remedies on the grounds that money damages shall be entitled sufficient to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of compensate the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such timeHolder.

Requested Registration. Until April 26, 2001 or the date that all (a) At any time following an initial public offering of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible Common Stock, or any security issued in exchange for sale under Rule 144 or as replacement of the SEC without any volume limitation, whichever is earlier, subject Common Stock pursuant to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the registration under the Securities Act of (the "IPO"), if the Company shall receive from an Initiating Holder a written request that the Company effect any registration with respect to all or a part of such Shareholders' the Registrable Securities, then ▇▇▇▇▇▇▇ the Company will: (i) promptly give written notice of the proposed registration, within ten (10) days after receipt thereof, give notice qualification or compliance to all other Shareholders Holders of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt and all Inside Holders of such notice, ▇▇▇▇▇▇▇ will, Registrable Inside Securities; and (ii) as soon as practicable, use reasonable its diligent best efforts to effect such registration (including, without limitation, the registration on Form S-3 execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and pursuant to Rule 415 (the "Resale Registration Statement") appropriate compliance with applicable regulations issued under the Securities Act Act) as may be so requested and as would permit or facilitate the sale and distribution of all Registrable Securities which it has been so requested to register covering resales from time to time or such portion of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement are specified in such request, together with all or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell portion of the Registrable Securities and Registrable Inside Securities of any Holders or Inside Holders joining in such request as are specified in a written request received by the Company within 10 business days after written notice from the Company is given under Section 3.2(a)(i) above; provided that the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) Company shall not be obligated to cause effect, or take any special audit action to effect, any such registration pursuant to this Section 3.2: A. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; B. After the Company has effected three (3) such registrations pursuant to this Section 3.2 and such registrations have been declared or ordered effective and the sales of such Registrable Securities shall have closed; or C. If the Registrable Securities and Registrable Inside Securities requested by all Holders and Inside Holders to be undertaken registered pursuant to such request have an anticipated aggregate public offering price (before any underwriting discounts and commissions) (the "Aggregate Offering Price") of less than $5,000,000. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 3.2(b) below, include other securities of the Company or securities which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in connection with any such registration; (ii) . The registration rights set forth in this Section 3 shall be entitled assignable, in whole or in part, to postpone for any transferee of Common Stock (who shall be bound by all obligations of this Section 3). (b) 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 reasonable period part of timetheir request made pursuant to Section 3.2. If holders of securities of the Company other than Registrable Securities who are entitled, but not by contract with the Company or otherwise, to have securities included in excess of ninety such a registration (90the "Other Shareholders") daysrequest such inclusion, the filing Holders shall offer to include the securities of any registration statement otherwise required such Other Shareholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 3. The Holders and Inside Holders whose shares are to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised included in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required Company shall (together with all Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.2, if the representative advises the Holders in writing that marketing factors require a limitation on the number of shares to be made pursuant thereto would not underwritten, the securities of the Company held by Other Shareholders, other than the Inside Holders, shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the best interest registration by each Inside Holder shall be reduced on a pro rata basis (based on the number of ▇▇▇▇▇▇▇ at shares held by such timeInside Holder) by such minimum number of shares as is necessary to comply with such request. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by each Holder shall be reduced on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any of the Holders or any Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Securities and Registrable Inside Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Requested Registration. Until April 26(a) At such time as the Purchaser's obligations to register shares set forth in that certain registration rights agreement dated as of July 31, 2001 or 1996 between the date that all of Purchaser and Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., Winston Partners II LDC and Winston Partners II LLC (collectively, the shares of "▇▇▇▇▇▇▇▇▇ common stock Beneficially Owned by Group") have terminated (the Shareholders are eligible for sale under Rule 144 "Prior Agreement"), or the Purchaser ---------------- --------------- otherwise amends, or obtains a waiver of, the Prior Agreement which permits the granting of registration rights upon the request of the SEC without any volume limitationStockholder, whichever is earlierwhich the Purchaser hereby agrees to use its commercially reasonable efforts to secure on behalf of the Stockholder, subject to upon the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect (the registration "Request") of the ------- Stockholder, the Purchaser shall cause to be filed under the Securities Act a registration statement on such form as selected by the Stockholder (with the approval of the Purchaser, which shall not be unreasonably withheld) of all or a part of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders portion of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeso requested by the Stockholder, ▇▇▇▇▇▇▇ willand the Purchaser shall take reasonable actions to effect, as soon as practicable, use subject to the reasonable efforts to effect cooperation of the Stockholder, within 120 days after the Request is received from the Stockholders, the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act Act, of all the Registrable Securities which it the Purchaser has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain Stockholder. Whenever the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) Purchaser shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct Section 9.2(a) which is an underwritten public offering by the Stockholder of Equity Securities (Registrable Securities, holders of securities of the Purchaser who have "piggyback" registration rights may include all or a portion of such securities convertible into Equity Securities) and is advised in writing by its such registration, offering or sale; provided, however, if the managing underwriter of any such public offering shall inform the Purchaser by letter of its belief that the number or type of securities of the Purchaser requested by holders of the securities of the Purchaser other than the Stockholder to be included in such registration would materially and adversely affect the underwritten public offering, then the Purchaser shall include in such registration, to the extent of the number and type of securities which the Purchaser is so advised can be sold in such Public Offering, first, all of the Registrable Securities specified by the Stockholder in the Request and second, for each holder of the Purchaser's securities other than the Stockholder, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Purchaser that such underwritten public offer would, holder proposes to include in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and by (ii) the disclosure required total number of securities proposed to be made pursuant thereto would not be included in such registration by all holders other than the best interest of ▇▇▇▇▇▇▇ at such timeStockholder.

Requested Registration. Until April 26If, 2001 or at any time prior to the third anniversary date that all of the shares of this Agreement, Mich▇▇▇ ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall ll receive a written request from one or more Shareholders that Mich▇▇▇ ▇▇▇▇▇▇▇ effect ect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Mich▇▇▇ ▇▇▇▇▇▇▇ willl, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Mich▇▇▇ ▇▇▇▇▇▇▇ within hin ten (10) days from the date of the notice by ▇▇▇▇Mich▇▇▇ to ▇▇ have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Mich▇▇▇ ▇▇▇▇▇▇▇ willl, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Mich▇▇▇ ▇▇▇▇▇▇▇ shall ll use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇Mich▇▇▇: (i▇) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇Mich▇▇▇ is▇▇, at such time, conducting or about to conduct an underwritten public offering of Equity Securities equity securities (or securities convertible into Equity Securitiesequity securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) 90 days if Mich▇▇▇ ▇▇▇▇▇▇▇ determinesermines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇Mich▇▇▇ at ▇▇ such time.

Requested Registration. Until April 26, 2001 (a) If either Mayo or the date Investor shall notify the Company after December 31, 1996, or MidMark shall notify the Company after May __, 1998, that all he or it proposes to sell or transfer any of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by Registrable Securities and requests registration thereof, the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ Company shall receive a promptly give written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the registration under the Securities Act of all or a part notice of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice request to all other Shareholders Holders and comply with paragraph 3.2(b) below. If the managing underwriter of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten offering being registered pursuant to this paragraph 3.2 (10a) days from advises the date Holders in writing that marketing factors require a limitation of the notice by ▇▇▇▇▇▇▇ number of shares to have all or part be underwritten, then the number of his Registrable Securities that may be included in such registration. Upon receipt the underwriting shall be allocated among all Holders of such notice, ▇▇▇▇▇▇▇ willRegistrable Securities in proportion, as soon nearly as practicable, use reasonable efforts to effect the respective amounts thereof held by or issuable to such Holders at the time of filing the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities statement for which it registration has been so requested demanded. Any provision herein to register covering resales from time the contrary notwithstanding, the right to time request registration shall be limited to two registrations initiated by each of such Registrable Securities Mayo, the Investor and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: MidMark; provided, however, that (i) cause no such request shall require a registration statement to become effective prior to 180 days after the Resale Registration Statement effective date of a registration statement that shall have been filed by the Company covering a firm commitment underwritten public offering of Common Stock in which the Company's shares are to be declared effective by traded on NASDAQ-NMS or listed on the SEC as soon as practicable thereafterAmerican Stock Exchange or the New York Stock Exchange, if the Company shall theretofore have given written notice of such registration statement to the Holders of the Registrable Securities pursuant to this paragraph 3.2(a) or Section 3.6 and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence; and (ii) maintain the Company shall not be required to effect such a registration unless the Holder(s) requesting registration propose to dispose of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $3,000,000. A right to demand registration shall be deemed exercised when the registration statement is effective. If and when the rights hereunder are sought to be exercised, the Company shall notify all other Holders. (b) Upon a demand under paragraph 3.2(a) the Company shall (i) file within 90 days a registration statement on the appropriate form referred to in paragraph 3.2(c) (or any form adopted in lieu thereof) under the Act of the Registrable Securities that the Company has been requested to register (vi) prepare and file with the Commission, promptly upon any Holder's request, any amendment or supplement to such Registration Statement or prospectus that, in the opinion of counsel for the Holder(s), may be necessary or advisable in connection with the distribution of the Registrable Securities by the Holder(s); (vii) prepare and promptly file with the Commission and promptly notify the Holder(s) of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statement or omission; (viii) in case any Holder(s) is (are) required to deliver a prospectus, at a time when the prospectus then in effect may no longer be used under the Act, prepare promptly upon request such amendment or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 3 of the Act; (ix) not file any amendment or supplement to the Registration Statement or prospectus to which any Holder(s) shall reasonably object after having been furnished a copy at a reasonable time prior to the filing thereof; (x) advise each Holder promptly after it shall receive notice or obtain knowledge thereof of the issuance of any stop order by the Commission suspending the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale any such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (Bxi) use its best efforts to qualify the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 Securities for sale under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without securities laws of such registration. ▇▇▇▇▇▇▇: (istates as such Holder(s) may reasonably request, except that it shall not be obligated to cause any special audit to be undertaken required in connection with therewith or as a condition thereof to execute a general consent to service or qualify to do business in any such registrationstates or otherwise to subject itself to taxation therein solely because of such qualification; (iixii) shall be entitled furnish to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing each Holder as soon as available copies of any such registration statement otherwise and each preliminary or final prospectus, or supplement, required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ isSection 3, at all in such time, conducting or about quantities as each Holder may from time to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requestedtime reasonably request; and (iiixiii) shall be entitled to postpone such requested registration refrain from issuing, or, selling, or registering for up to ninety (sale by any other security holder, within the 90) -day period commencing 30 days if ▇▇▇▇▇▇▇ determines, in view before and ending 60 days after the effective date of the advisability of deferring public disclosure of material corporate developments or other informationregistration statement complying with such demand, that such registration and any securities not held by the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such timeHolders demanding registration.

Requested Registration. Until April 26(a) At any time after the Closing Date, 2001 or the date that all Holders holding at least a majority of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject constituting Eligible Securities may deliver to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive Company a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act of all or a part of with respect to such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders number of the receipt of Eligible Securities owned by the Holders as shall be specified in such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from a “Registration Request”), including, if specified in the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeRegistration Request, ▇▇▇▇▇▇▇ will, as soon as practicable, use reasonable efforts to effect the a “shelf” registration statement on Form S-3 and (or if Form S-3 is not then available, Form S-1 or such other form that the Company is eligible to use with respect to the Eligible Securities) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause Act; provided, however, that the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) Company shall not be obligated to cause effect any special audit such registration pursuant to this Section 2.1 if the aggregate value on the date of the Registration Request of the Eligible Securities to be undertaken registered thereon is less than $5,000,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2.1 more than four (4) registration statements at the demand of the Holders. The party (or parties) delivering a Registration Request is hereinafter referred to as the “Requesting Holder.” (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in connection accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 business days after notice of the Registration Request has been delivered pursuant to Section 2.2 hereof). The Company shall also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account or for the account of other security holders or both. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder (or the holders of a majority of the shares of Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder) and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 2.1(b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) first, the number of shares of Common Stock to be registered on behalf of the Company shall be reduced (to zero, if necessary); and (ii) second, the number of shares of Common Stock to be registered on behalf of Persons other than the Holders and their Affiliates, if any, shall be entitled reduced (to postpone for a reasonable period zero, if necessary) pro rata according to the number of time, but not in excess shares of ninety restricted Common Stock held by each; and (90iii) daysthird, the filing number of shares of Eligible Securities to be registered on behalf of the Holders and their Affiliates shall be reduced pro rata according to the number of shares of Eligible Securities held by each. (c) Notwithstanding anything to the contrary contained herein, the exercise by any Holder of any registration statement otherwise required right hereunder with respect to be prepared pursuant shares of Eligible Securities shall not affect or diminish any other rights of such Holder hereunder with respect to this section if ▇▇▇▇▇▇▇ isany other securities of the Company held by such Holder. (d) In addition to any rights Leaf Mountain may have under clause (a) above, at such timewhile it is the holders of not less than an aggregate of 750,000 shares of the Common Stock (calculated assuming the exercise of all rights, conducting or about options, warrants to conduct an underwritten public offering of Equity Securities (purchase Common Stock or securities convertible into Equity Securitiesor exchangeable for shares of Common Stock), may deliver to the Company, on a single occasion, a Registration Request that the Company file and use its best efforts to cause to become effective, a registration statement under the Securities Act with respect to Eligible Securities comprising not less than 750,000 shares of Common Stock, on the terms and subject to the other conditions applicable to any Registration Request under this Section. Within forty-eight (48) and is advised in writing by its managing underwriter that hours of receipt of such underwritten public offer wouldRegistration Request, in its opinion, be adversely effected by the registration so requested; and (iii) Company shall be entitled provide written notice to postpone all of holders of Series E Preferred Stock of such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such timeRegistration Request.

Requested Registration. Until April 26(a) At such time as the Purchaser's obligations to register shares set forth in that certain registration rights agreement dated as of July 31, 2001 or 1996 between the date that all of Purchaser and Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., Winston Partners II LDC and Winston Partners II LLC (collectively, the shares of "▇▇▇▇▇▇▇▇▇ common stock Beneficially Owned by Group") have terminated (the Shareholders are eligible for sale under Rule 144 "Prior Agreement"), or the Purchaser --------------- --------------- otherwise amends, or obtains a waiver of, the Prior Agreement which permits the granting of registration rights upon the request of the SEC without any volume limitationStockholder, whichever is earlierwhich the Purchaser hereby agrees to use its commercially reasonable efforts to secure on behalf of the Stockholder, subject to upon the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect (the registration "Request") of the ------- Stockholder, the Purchaser shall cause to be filed under the Securities Act a registration statement on such form as selected by the Stockholder (with the approval of the Purchaser, which shall not be unreasonably withheld) of all or a part of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders portion of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeso requested by the Stockholder, ▇▇▇▇▇▇▇ willand the Purchaser shall take reasonable actions to effect, as soon as practicable, use subject to the reasonable efforts to effect cooperation of the Stockholder, within 120 days after the Request is received from the Stockholders, the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act Act, of all the Registrable Securities which it the Purchaser has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain Stockholder. Whenever the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) Purchaser shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct Section 9.2(a) which is an underwritten public offering by the Stockholder of Equity Securities (Registrable Securities, holders of securities of the Purchaser who have "piggyback" registration rights may include all or a portion of such securities convertible into Equity Securities) and is advised in writing by its such registration, offering or sale; provided, however, if the managing underwriter of any such public offering shall inform the Purchaser by letter of its belief that the number or type of securities of the Purchaser requested by holders of the securities of the Purchaser other than the Stockholder to be included in such registration would materially and adversely affect the underwritten public offering, then the Purchaser shall include in such registration, to the extent of the number and type of securities which the Purchaser is so advised can be sold in such Public Offering, first, all of the Registrable Securities specified by the Stockholder in the Request and second, for each holder of the Purchaser's securities other than the Stockholder, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Purchaser that such underwritten public offer would, holder proposes to include in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and by (ii) the disclosure required total number of securities proposed to be made pursuant thereto would not be included in such registration by all holders other than the best interest of ▇▇▇▇▇▇▇ at such timeStockholder.

Requested Registration. Until April 26(a) At any time, 2001 the holder or the date that all holders of any of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by Registrable Securities (as defined below) then outstanding and entitled to registration rights under this Section 17 (the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation"Initiating Holders") may, whichever is earlier, subject to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a upon written request from one to Holdings, require that Holdings effect a registration, qualification or more Shareholders that ▇▇▇▇▇▇▇ effect the registration under the Securities Act of compliance with respect to all or a part of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ . Holdings will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by request, give written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ such request to have all or part other holders of his Registrable Securities included and shall file a registration statement with the Commission on a form deemed appropriate by Holdings' counsel as expeditiously as possible, but in such registration. Upon no event later than 90 days after receipt of such noticewritten request; provided, ▇▇▇▇▇▇▇ willhowever, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) that Holdings shall not be obligated to cause any special audit file such a registration statement with the Commission prior to the first anniversary of the Closing. Such registration statement shall cover all the Registrable Securities requested to be undertaken included therein by the Initiating Holders and by such other holders as specified by such other holders in connection with any writing given within 20 days of receipt of the notice given by Holdings pursuant to this subsection (a). After the filing of such registration statement, Holdings shall use its best efforts to cause such registration statement to become effective as expeditiously as possible. Holdings shall pay the expenses (as defined in Section 17.7) of such registration; . Holdings shall also use its best efforts to effect promptly all such other registration, qualification and compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under the applicable blue sky, or other state securities laws, and appropriate compliance with exemptive regulations issued under the Securities Act) as may be so requested by a holder of Registerable Securities covered by a registration statement filed pursuant to this Section 17.1 and as would permit or facilitate the sale and distribution of all or any portion of such Registrable Securities. (1) after Holdings already has effected two such registrations pursuant to this (b) If the Initiating Holders intend to distribute the Registrable Securities covered by such request by means of an underwriting, they shall so advise Holdings as a part of such request made pursuant to Section 17.1(a). Holdings shall enter into an agreement in customary form for a secondary distribution with the underwriter or underwriters selected by Holdings for such underwriting, provided such underwriters are reasonably acceptable to the Initiating Holders. (c) As used herein, the term "Registrable Securities" means, collectively, the Preferred Shares and all Common Shares (including all such Shares issued or issuable upon exercise of any Warrant or upon the conversion of the Preferred Shares). Registrable Securities will cease to be such when (i) a registration statement covering such Registrable Securities has become or been declared or ordered effective and they have been disposed of pursuant to such effective Registration Statement or (ii) shall be entitled they are sold, transferred or distributed pursuant to postpone for a reasonable period of timeand in compliance with Rule 144 (or any similar provision then in force, but not in excess of ninety (90including Rule 144A) days, under the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such timeAct.

Requested Registration. Until April 26(a) If, 2001 or at any time after the date that all which is the second anniversary of the shares Closing Date, the Company shall receive from holders of ▇▇▇▇▇▇▇ common stock Beneficially Owned by Series A Registrable Securities or Purchased Shares representing, in the Shareholders are eligible for sale under Rule 144 aggregate, at least 50% of the SEC without any volume limitationSeries A Registrable Securities (which calculation shall include all Series A Registrable Securities then outstanding and all Series A Registrable Securities into which all Purchased Shares then outstanding may be converted), whichever is earlier, subject to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders (which shall specify whether the distribution will be made by means of an underwriting) that ▇▇▇▇▇▇▇ the Company effect the a registration under the Securities Act of (a "Demand Notice") with respect to all or a part of such Shareholders' the Series A Registrable Securities, then ▇▇▇▇▇▇▇ willwhich Demand Notice shall request registration of not less than 1,000,000 shares of Common Stock, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, ▇▇▇▇▇▇▇ Company will, as soon as practicable, use reasonable its best efforts to effect such registration under the registration on Form S-3 and Securities Act (which shall be a "shelf" Registration Statement pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act (or a successor provision), if so requested by the Holders of all a majority of the Series A Registrable Securities specified in the Demand Notice and if the Company is eligible therefor at such time) as may be so requested and as would permit or facilitate the sale and distribution of the Series A Registrable Securities as are specified in such request. After the Company has effected two (2) such registrations pursuant to this Section 9.1(a), the related Registration Statements have been declared effective and the distribution contemplated thereunder completed, the Company shall have no further obligation under this Section 9.1(a). (b) If, at any time after the date which it is the second anniversary of the Closing Date, the Company shall receive from holders of Series B Registrable Securities or Option Shares representing, in the aggregate, at least 50% of the Series B Registrable Securities (which calculation shall include all Series B Registrable Securities then outstanding and all Series B Registrable Securities into which all Option Shares then outstanding may be converted), a Demand Notice with respect to all or a part of the Series B Registrable Securities, which Demand Notice shall request registration of not less than 1,000,000 shares of Common Stock, the Company will, as soon as practicable, use its best efforts to effect such registration under the Securities Act (which shall be a "shelf" Registration Statement pursuant to Rule 415 under the Securities Act (or a successor provision), if so requested by the Holders of a majority of the shares specified in the Demand Notice and if the Company is eligible therefor at such time) as may be so requested and as would permit or facilitate the sale and distribution of the Series B Registrable Securities as are specified in such request. After the Company has effected one (1) such registration pursuant to this Section 9.1(b), the related Registration Statement has been so requested declared effective and the distribution contemplated thereunder completed, the Company shall have no further obligation under this Section 9.1(b). (c) Notwithstanding any other provision of this Section 9.1, if the Company shall furnish to register covering resales from time Holders who have elected to time exercise their rights under Sections 9.1(a) or 9.1(b) (each, an "Exercising Holder") a certificate signed by the President or the Chief Executive Officer of such Registrable Securities the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale stockholders for a Registration Statement to be declared effective by filed pursuant to Section 9.1(a) or 9.1(b), as the SEC as soon as practicable thereafter; case may be, and (ii) maintain it is therefore desirable and in the effectiveness best interests of the Resale Registration Statement continuously until Company to defer the earliest of: (A) filing of such registration statement, then the date on Company shall have the right to defer such filing for a period of time after receipt of such request; provided, however, that the Company may not make such a request more than twice in any 12-month period and the aggregate period of time during which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or Company may defer such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) filing shall not be obligated exceed 90 days. (d) If the Company or any stockholder, other than an Exercising Holder, wishes to cause offer any special audit to be undertaken of its securities in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared initiated pursuant to this section if ▇▇▇▇▇▇▇ isSection 9.1 other than pursuant to any "piggy back" or other similar registration rights granted by the Company prior to the date hereof, at no such time, conducting securities may be offered by the Company or about to conduct an underwritten public offering such other stockholder without the consent of Equity the Holders of a majority of the Series A Registrable Securities and Series B Registrable Securities (either referred to herein as "Registrable Securities") specified in the Demand Notice related to such offering. (e) In connection with any underwritten offering pursuant to this Section 9.1, Exercising Holders shall have the right to select the underwriter or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer wouldunderwriters, in its opinion, be adversely effected by the registration so requested; and (iii) which shall be entitled a nationally recognized investment banking firm or firms reasonably acceptable to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such timeCompany.

Requested Registration. Until April 26, 2001 or After the earlier to occur of 150 days following the first public offering following the date that all hereof (the "First Offering") of capital stock of NRI or October 30, 1993, upon the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders of HSN that ▇▇▇▇▇▇▇ NRI effect the registration under the Securities Act of all or a part portion of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt the Common Stock and specifying the intended method of disposition thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, ▇▇▇▇▇▇▇ will, as soon as practicable, NRI shall use reasonable its best efforts to effect the such registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been the requested number of shares of Common Stock to the extent required to permit the disposition (in accordance with the intended methods as specified by HSN) of the Common Stock so to be registered; provided, however, -------- that (a) NRI shall not be required to effect any such registration at any time when an exemption from registration is otherwise available to HSN affording HSN the right to dispose of the number of shares of Common Stock requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafterregistered; and (iib) maintain NRI shall be required to effect no more than one registration per year during any calendar year and no more than three registrations in the effectiveness aggregate (not including any registration effected pursuant to Section 4.2 hereof). If a nationally recognized investment banking firm acting as financial advisor or underwriter for NRI advises NRI that market conditions require a limitation in the number of shares of Common Stock to be registered, the Resale Registration Statement continuously until number of shares of Common Stock registered pursuant to this Section 4.1 shall be reduced accordingly, provided, however, that in the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary event of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without a reduction, such registration. ▇▇▇▇▇▇▇: (i) registration shall not be obligated counted against the number of registrations which NRI may be required to cause any special audit effect in the aggregate with respect to the Common Stock but will count against the number of registrations which NRI may be undertaken required to effect in connection with any the calendar year in which such registration; (ii) request is made. Any registration requested pursuant to this Section 4.1 shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, effected by the filing of any a registration statement otherwise on Form ▇-▇, ▇-▇ or S-3 (or any other form that includes substantially the same information as would be required to be prepared included in a registration statement on such forms as presently constituted, other than a registration statement relating to offers to employees pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting plans or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be issued in the best interest of ▇▇▇▇▇▇▇ at such timebusiness combinations).

Requested Registration. Until April 26(a) At such time as the Purchaser's obligations to register shares set forth in that certain registration rights agreement dated as of July 31, 2001 or 1996 between the date that all of Purchaser and Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., Winston Partners II LDC and Winston Partners II LLC (collectively, the shares of ▇▇▇▇"CHATERJEE GROUP") have termina▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that ▇▇▇▇(▇▇▇ register all "PRIOR AGREEMENT"), or the Purchaser otherwise amends, or obtains a portion waiver of, the Prior Agreement which permits the granting of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a registration rights upon the request of the Stockholder, which the Purchaser hereby agrees to use its commercially reasonable efforts to secure on behalf of the Stockholder, upon the written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect (the registration "REQUEST") of the Stockholder, the Purchaser shall cause to be filed under the Securities Act a registration statement on such form as selected by the Stockholder (with the approval of the Purchaser, which shall not be unreasonably withheld) of all or a part of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders portion of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeso requested by the Stockholder, ▇▇▇▇▇▇▇ willand the Purchaser shall take reasonable actions to effect, as soon as practicable, use subject to the reasonable efforts to effect cooperation of the Stockholder, within 120 days after the Request is received from the Stockholders, the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act Act, of all the Registrable Securities which it the Purchaser has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain Stockholder. Whenever the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) Purchaser shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct Section 9.2(a) which is an underwritten public offering by the Stockholder of Equity Securities (Registrable Securities, holders of securities of the Purchaser who have "piggyback" registration rights may include all or a portion of such securities convertible into Equity Securities) and is advised in writing by its such registration, offering or sale; PROVIDED, HOWEVER, if the managing underwriter of any such public offering shall inform the Purchaser by letter of its belief that the number or type of securities of the Purchaser requested by holders of the securities of the Purchaser other than the Stockholder to be included in such registration would materially and adversely affect the underwritten public offering, then the Purchaser shall include in such registration, to the extent of the number and type of securities which the Purchaser is so advised can be sold in such Public Offering, first, all of the Registrable Securities specified by the Stockholder in the Request and second, for each holder of the Purchaser's securities other than the Stockholder, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Purchaser that such underwritten public offer would, holder proposes to include in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and by (ii) the disclosure required total number of securities proposed to be made pursuant thereto would not be included in such registration by all holders other than the best interest of ▇▇▇▇▇▇▇ at such timeStockholder.

Requested Registration. Until April 26(a) Subject to the conditions of Section 2(b) below, 2001 or no more than one time during the date that Effectiveness Period, the Buyer may make written demand on NewCare to register all of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 Registrable Securities of the SEC without any volume limitation, whichever is earlier, subject Buyer (being referred to hereinafter as a "Demand Registration"). (b) In the following provisions a Shareholder may request event that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ NewCare shall receive from the Buyer a written request from one or more Shareholders that ▇▇▇▇▇▇▇ NewCare effect the registration under the Securities Act of a Demand Registration with respect to all or a part of such Shareholders' the Registrable Securities, then ▇▇▇▇▇▇▇ willother than a registration pursuant to Rule 415 under Regulation C promulgated under the Securities Act, within ten NewCare shall: (10i) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, ▇▇▇▇▇▇▇ will, as soon as practicable, use reasonable its best efforts to effect such Demand Registration (including, without limitation, the registration on Form S-3 execution of an undertaking to file post-effective amendments, appropriate qualification under applicable "blue sky" or other state securities laws, and pursuant to Rule 415 (the "Resale Registration Statement") appropriate compliance with applicable regulations issued under the Securities Act of all Registrable Securities which it has been Act) as may be so requested to register covering resales from time to time and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafteris specified in such request; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) provided that NewCare shall not be obligated to take any action to effect any such Demand Registration pursuant to this Section 2: (A) in any particular jurisdiction in which NewCare would be required to execute a general consent to service of process in effecting such Demand Registration, qualification or compliance unless NewCare is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (B) during the period starting with the date that is sixty (60) days prior to NewCare's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a NewCare-initiated underwritten registration for an all-cash offer price; provided that NewCare is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. If NewCare is not obligated to effect any special audit requested Demand Registration by virtue of the foregoing clauses (A) and (B), such request shall not be deemed to be undertaken a Demand Registration for purposes of Section 2(a). Subject to the foregoing clauses (A) and (B), NewCare shall file a Registration Statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Buyer; provided, however, that if NewCare shall furnish to the Buyer a certificate signed by the Chairman of the Board of NewCare stating that in the good-faith judgment of the Board of Directors of NewCare it would be seriously detrimental to NewCare and its stockholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, NewCare shall have the right to defer such filing (except as provided in clause (B) above) for a period of not more than one hundred eighty (180) days after receipt of the request of the Buyer. The Registration Statement filed pursuant to the request of the Buyer may, subject to the provisions of Section 2(c) below, include securities offered by NewCare for its own account and/or other securities of NewCare that are held by other NewCare stockholders. (c) If the Buyer intends to distribute the Registrable Securities covered by its request by means of an underwritten offering to the public, the Buyer shall so advise NewCare as a part of its request made pursuant to Section 2(a). The right of the Buyer to a Demand Registration pursuant to this Section 2(c) shall be conditioned upon the Buyer's participation in such underwriting in the manner provided herein. If NewCare shall request inclusion in any Demand Registration pursuant to this Section 2(c) of securities being sold for its own account, or if other NewCare stockholders shall request inclusion in any such Demand Registration, then NewCare shall (together with the Buyer) enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Buyer with the representative of the Underwriter selected for such underwriting by NewCare and reasonably acceptable to the Buyer; provided, however, that if NewCare has not selected an Underwriter reasonably acceptable to the Buyer within thirty (30) days after NewCare's receipt of the request for a Demand Registration from the Buyer under this Section 2(c), then the Buyer may select an Underwriter reasonably acceptable to NewCare in connection with such Demand Registration. Notwithstanding any other provision of this Section 2, if the Underwriter representative advises NewCare in writing that marketing factors require a limitation of the number of shares to be underwritten, the Registerable Securities and the securities of NewCare held by NewCare and other stockholders of NewCare to be included in such registration; (ii) Demand Registration shall be entitled excluded from such Demand Registration on a pro-rata basis to postpone for a reasonable period the extent so required by such limitation. NewCare shall advise the Buyer as to the number of time, but not shares of Registrable Securities that may be included in excess the Demand Registration and underwriting as allocated in the foregoing manner. If the Buyer disapproves of ninety (90) daysthe terms of the underwriting, the filing Buyer may elect to withdraw therefrom by written notice to NewCare and the Underwriter. The securities so withdrawn shall also be withdrawn from the Demand Registration. If the Underwriter has not limited the number of any registration statement otherwise required shares to be prepared pursuant to this section underwritten, NewCare may include its securities for its own account in such Demand Registration if ▇▇▇▇▇▇▇ is, at the Underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) Demand Registration and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would underwriting will not be in the best interest of ▇▇▇▇▇▇▇ at such timelimited thereby.

Requested Registration. Until April 26, 2001 If Agritope shall be requested by Purchaser or the date that all an affiliated holder of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Agritope Series A Preferred Stock or Eligible Shares to the following provisions effect a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the registration under the Securities 1933 Act of all or a part covering the Eligible Shares, Agritope shall promptly give written notice of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, proposed registration to all persons who purchased Agritope Series A Preferred Stock from Agritope. Any holders of Series A Preferred Stock who wish to participate in the offering must respond within ten (10) 10 days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice. Upon such a request, ▇▇▇▇▇▇▇ will, Agritope shall as soon expeditiously as practicable, possible use reasonable its best efforts to effect the file a registration on Form S-3 and pursuant to Rule 415 statement (the "Resale Registration Statement") under the Securities 1933 Act with respect to the resale of all Registrable Securities Eligible Shares. If the request is made at a time when Agritope is not eligible to use Form S-3, Agritope shall use its best efforts to file the Registration Statement with respect to the Eligible Shares which it Agritope has been so requested to register covering resales from (a) in such request and (b) in any response to such notice received by Agritope, within 60 days after the date by which holders must respond to Agritope's notice. If the request is made at a time when Agritope is eligible to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause Form S-3, the Resale Registration Statement shall be filed with respect to be declared effective by the SEC all Eligible Shares as soon expeditiously as practicable thereafter; and (ii) maintain the effectiveness of the Resale is practicable. Agritope shall have an obligation to file a Registration Statement continuously until under this Section 5.2 only once, except that if the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) filed is not on Form S-3, and is not filed with respect to all Eligible Shares, Agritope shall have an obligation to file a Registration Statement on Form S-3 with respect to the third anniversary of remaining Eligible Shares if a later request is made under this Shareholder Agreement or such lesser section at a time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be when Agritope is entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such timeuse Form S-3.

Requested Registration. Until April 26(a) At any time after the Closing Date, 2001 Holders holding at least a majority of the shares constituting Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by the Holders as shall be specified in such request (a "Registration Request"), including, if specified in the Registration Request, a "shelf" registration statement on Form S-3 (or if Form S-3 is not then available, Form S-1 or such other form that the Company is eligible to use with respect to the Eligible Securities) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.1 if the aggregate value on the date of the Registration Request of the Eligible Securities to be registered thereon is less than $5,000,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2.1 more than four (4) registration statements at the demand of the Holders. The party (or parties) delivering a Registration Request is hereinafter referred to as the "Requesting Holder." (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 business days after notice of the Registration Request delivered pursuant to Section 2.2 hereof). The Company shall also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account or for the account of other security holders or both. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder (or the date that all holders of a majority of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned Eligible Securities held by all parties comprising the Shareholders are eligible for sale under Rule 144 Requesting Holder if more than one party is the Requesting Holder) and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 2.1(b), to the extent that, in the opinion of the SEC without any volume limitationunderwriter or underwriters (if the method of disposition shall be an underwritten public offering), whichever is earlier, subject to marketing considerations require the following provisions a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders reduction of the receipt number of such request and each such holder may elect shares of Common Stock covered by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in any such registration. Upon receipt , the number of such notice, ▇▇▇▇▇▇▇ will, as soon as practicable, use reasonable efforts shares of Common Stock to effect the registration on Form S-3 be registered and sold pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ registration shall use its reasonable best efforts tobe reduced as follows: (i) cause first, the Resale Registration Statement number of shares of Common Stock to be declared effective by registered on behalf of the SEC as soon as practicable thereafterCompany shall be reduced (to zero, if necessary); and (ii) maintain second, the effectiveness number of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary shares of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) shall not be obligated to cause any special audit Common Stock to be undertaken in connection with any such registration; (ii) registered on behalf of Persons other than the Holders and their Affiliates, if any, shall be entitled reduced (to postpone for a reasonable period zero, if necessary) pro rata according to the number of time, but not in excess shares of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing restricted Common Stock held by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requestedeach; and (iii) third, the number of shares of Eligible Securities to be registered on behalf of the Holders and their Affiliates shall be entitled reduced pro rata according to postpone the number of shares of Eligible Securities held by each. (c) Notwithstanding anything to the contrary contained herein, the exercise by any Holder of any right hereunder with respect to shares of Eligible Securities shall not effect or diminish any other rights of such requested registration for up Holder hereunder with respect to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view any other securities of the advisability of deferring public disclosure of material corporate developments or other information, that Company held by such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such timeHolder.

Requested Registration. Until April 26, 2001 or (a) Request for Registration. BioChem shall have a one time right pursuant to this Section 1.2 to request NAVA ▇▇ register the date that offering of up to all but not less than 25% of BioChem's Registrable Securities owned by BioChem as of the shares of Closing Date. In case NAVA ▇▇▇ll receive from BioChem a written request pursuant to Section 1.2(b) hereof that NAVA ▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without ect any volume limitationregistration, whichever is earlier, subject qualification or compliance with respect to the following provisions a Shareholder may request that Registrable Securities, NAVA ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, ▇▇▇▇▇▇▇ willl, as soon as practicable, use reasonable its best efforts to effect such registration, qualification or compliance (including, without limitation, the registration on Form S-3 execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and pursuant to Rule 415 (the "Resale Registration Statement") appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all Registrable Securities owned by BioChem; provided, however, that NAVA ▇▇▇ll not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1.2: (i) in any particular jurisdiction in which it NAVA ▇▇▇ld be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless NAVA ▇▇ already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) prior to the first anniversary of the Closing Date; (iii) during the period starting with the date 50 days prior to NAVA'▇ ▇▇▇imated date of filing of, and ending on the date 90 days immediately following the effective date of any registration statement pertaining to securities of NAVA (▇▇her than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that NAVA ▇▇ actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that NAVA'▇ ▇▇▇imate of the date of filing of such registration statement is made in good faith; (iv) after NAVA ▇▇▇ effected one such registration pursuant to this subparagraph 1.2(a) and such registration has been declared or ordered effective; (v) if NAVA ▇▇▇ll furnish to BioChem a certificate signed by the President of NAVA ▇▇▇ting that in the good fath judgment of the Board of Directors it would be seriously detrimental to NAVA ▇▇ its shareholders for a registration statement to be filed in the near future, in which case NAVA'▇ ▇▇▇igation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred not more than once for a period not to exceed 90 days; or (vi) after the fifth anniversary of the Closing Date; Subject to the foregoing clauses (i) through (vi), NAVA ▇▇▇ll file a registration statement covering an offering of the Registrable Securities so requested to register covering resales from time to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC registered as soon as practicable thereafter; and (ii) maintain the effectiveness after receipt of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary request of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such timeBioChem.

Requested Registration. Until April 26, 2001 If Agritope shall be requested by Purchaser or the date that all an affiliated holder of the shares of ▇▇▇▇▇▇▇ common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Series A Preferred Stock or Eligible Shares to the following provisions effect a Shareholder may request that ▇▇▇▇▇▇▇ register all or a portion of his Registrable Securities. If ▇▇▇▇▇▇▇ shall receive a written request from one or more Shareholders that ▇▇▇▇▇▇▇ effect the registration under the Securities 1933 Act of all or a part covering the Eligible Shares, Agritope shall promptly give written notice of such Shareholders' Registrable Securities, then ▇▇▇▇▇▇▇ will, proposed registration to all persons who purchased Series A Preferred Stock from Agritope. Any holders of Series A Preferred Stock who wish to participate in the offering must respond within ten (10) 10 days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by ▇▇▇▇▇▇▇ within ten (10) days from the date of the notice by ▇▇▇▇▇▇▇ to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice. Upon such a request, ▇▇▇▇▇▇▇ will, Agritope shall as soon expeditiously as practicable, possible use reasonable its best efforts to effect the file a registration on Form S-3 and pursuant to Rule 415 statement (the "Resale Registration Statement") under the Securities 1933 Act with respect to the resale of all Registrable Securities Eligible Shares. If the request is made at a time when Agritope is not eligible to use Form S-3, Agritope shall use its best efforts to file the Registration Statement with respect to the Eligible Shares which it Agritope has been so requested to register covering resales from (a) in such request and (b) in any response to such notice received by Agritope, within 60 days after the date by which holders must respond to Agritope's notice. If the request is made at a time when Agritope is eligible to time of such Registrable Securities and ▇▇▇▇▇▇▇ shall use its reasonable best efforts to: (i) cause Form S-3, the Resale Registration Statement shall be filed with respect to be declared effective by the SEC all Eligible Shares as soon expeditiously as practicable thereafter; and (ii) maintain the effectiveness of the Resale is practicable. Agritope shall have an obligation to file a Registration Statement continuously until under this Section 5.2 only once, except that if the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) filed is not on Form S-3, and is not filed with respect to all Eligible Shares, Agritope shall have an obligation to file a Registration Statement on Form S-3 with respect to the third anniversary of remaining Eligible Shares if a later request is made under this Shareholder Agreement or such lesser section at a time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. ▇▇▇▇▇▇▇: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be when Agritope is entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if ▇▇▇▇▇▇▇ is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if ▇▇▇▇▇▇▇ determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of ▇▇▇▇▇▇▇ at such timeuse Form S-3.