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

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod beginning on the Commencement Date and ending on the third anniversary of the date the Warrants are exercised in full, the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 50% of the Warrants and/or Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5 shall request that the Company file, under the Securities Act of 1933 (the "Act"), a registration statement under the Act covering not less than 50% of the Warrant Shares issued or issuable upon the exercise of all of the Warrants and not so previously sold, the Company receives a written request from will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the Warrant Shares which are than held, and/or may be acquired upon exercise of the Warrants by the Holder (whether or not the Holder theretofore shall have exercised this Warrant and such Holders, will be included in whole or in part), and provided that (a) such registration statement at the time of Holder's and such request the Holder is the owner ofHolders' request, and/or has the right pursuant (ii) cause such registration statement to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement be filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), soon as possible following such request and to cover all Warrant Shares which Registration Statement it has been declared so requested to include, (iii) use its best efforts to cause such registration statement to become effective by as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any government authority for the Commissionperiod necessary for such Holder to effect the proposed sale or other disposition. The Company shall be required to effect a registration or qualification pursuant to this Subsection 5(a) on one occasion only, at least fifty percent (50%it being agreed that a registration pursuant to this Subsection 5(a) shall not be deemed to have been effected unless a registration statement with respect thereto has become effective; PROVIDED THAT if such registration statement failed to become effective as a result of the Warrant Sharesdecision of the Holder not to consummate, or the failure of the Holder to satisfy the conditions to, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all sale of the Warrant Shares theretofore issued and which thereafter may be issuable upon pursuant to such registration statement, the exercise of Warrants (provided, that Company shall have no further obligation to effect a registration pursuant to this Section 5(a). Notwithstanding the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, thatforegoing, if the Holder exercises its right to request for that a registration is received within three (3statement be filed pursuant to this Subsection 5(a) months prior to at a time when the commencement Company in good faith as evidenced by a Board resolution believes that a public offering of Common Stock would materially impair a fiscal year pending financing or other material transaction of the Company, the Company may delay shall have the preparation and right to defer filing of such a Registration Statement hereunder for a period of not more than ninety to exceed 90 days. (90b) days following the commencement of such fiscal year in order The Company agrees that if (without any obligation to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal yeardo so), shall use its reasonable efforts to cause such Registration Statement to become effective at any time and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such the period by beginning on the holders thereof in ordinary brokerage transactions in Commencement Date and ending on the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as third anniversary of the date the Warrants are exercised in full, the Board of such opinion, any portion Directors of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on [_________,1999] and ending on [_________,2004], the Company receives a written request from (i) the Holder (whether and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold, collectively, not less than 50% of the Holder theretofore shall have exercised this Warrants and/or Warrant in whole or in part), Shares outstanding at such time and provided that (a) at the time of such request the Holder is the owner of, and/or has the right not previously sold pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) Section 5 shall request that the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (covering not less than 50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all % of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants, and not so previously sold, the Company will (i) promptly notify each Holder of the Warrants (provided, and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holders' request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale or other disposition. The Company shall be required to effect a registration or qualification pursuant to this Section 5(a) on one occasion only and shall be required to effect such registration only at such time as the Company is eligible to use Form S-3 (or any successor form) for the resale of shares by persons other than the Company. The Company agrees to exercise its best efforts to obtain eligibility to use Form S-3 at the earliest possible time, and to maintain such eligibility through the term of this Warrant. (b) The Company agrees that if, at any time and from time to time during the period commencing [__________,1999] and ending on [___________,2004], the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement") under the Securities Act (otherwise than pursuant to Section 5(a) hereof, and other than a registration statement on Form X-0, Xxxx X-0 or other form which does not permit secondary sales or include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify the Holder and each of the Holders, if any, of other Warrants and/or Warrant Shares not previously sold pursuant to this Section 5 that such Subsequent Registration Statement will be filed and that the Warrant Shares which are then held, and/or which may be acquired upon the exercise of the Warrants, by the Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement, (ii) upon the written request of a Holder made within 20 days after the giving of such notice by the Company, include in the securities covered by such Subsequent Registration Statement all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as necessary for the Holder shall receive from counsel for and such Holders to effect the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, proposed sale or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementother disposition. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement or a post-effective amendment to a registration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Securities Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable efforts best effort to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided, however, provided that the Company shall not be required to qualify as execute a foreign corporation or broker-dealer in any jurisdiction or to file a general consent to service of process or qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified. (d) The Company shall have the right to defer the filing of any registration statement pursuant to Section 5(a) hereof and to suspend the ability of Holders to sell Warrant Shares pursuant to any registration statement declared effective under Section 5(a) or 5(b) hereof, in either case for up to 60 days, if (i) in the opinion of counsel for the Company, the Company would thereby be required to disclose nonpublic information relating to pending corporate developments or business transactions involving the Company or its subsidiaries not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of the Company's Board of Directors, such disclosure at such time would adversely affect the Company or such corporate development or business transaction contemplated by the Company or its subsidiaries. Such period shall be referred to herein as the "Black-Out Period," and the Company shall not be entitled to implement more than two such Black-Out Periods during any 12-month period. In the event that notice of a Black-Out Period is given, each Holder shall keep the fact and subject matter of such notice confidential and refrain from any further sales or other transfers of Warrant Shares pursuant to the registration statement until the Holder receives either copies of a supplemented pr amended prospectus or a notice from the Company advising the Holder that the use of the existing prospectus may be resumed. (e) Notwithstanding any provision in this Section 5 to the contrary, the Company shall not be required to include in any action other than registration requested pursuant to this Section 5 any Warrant Shares issued or issuable upon exercise of a Warrant and then held by any Holder who is able at such time to sell all such Warrant Shares in one arising out of three-month period pursuant to Rule 144 under the offering or sale of the Warrant SharesSecurities Act. 5.3 (f) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares or other action pursuant to the provisions of this Section 5Section, except other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the and fees and disbursements payable to such of counsel and accountants for the Holder shall be paid by the HolderHolders. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on the date hereof and ending on the Termination Date, the Holder and/or the Holders of any other Warrants and Warrant Shares which have not previously been registered under the Act or which are not freely transferable without registration under the Act due to the lapse of time or otherwise and who or which shall hold greater than 50% of the Warrant Shares issued or is issuable upon the exercise of the Warrants, shall request that the Company file a registration statement under the Act covering not less than 50% of the shares of the Warrant Shares issued or issuable upon the exercise of the Warrants, the Company receives a written request will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such holders will be included in such registration statement at the Holder's and such holders' request, (ii) cause such registration statement to cover all such Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all such Common Stock which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will use its best efforts to maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale of other disposition; provided, however, that such period and the period during which the Company is required to keep the registration statement effective in connection with this Section 5(a) shall not exceed the earlier of (A) 120 days from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time date of effectiveness of such request registration statement under the Holder is Act and (B) the owner of, and/or has date upon which the right Holders have completed the sale or other disposition of the Warrant Shares. The Company shall be required to effect a registration or qualification pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%Subsection 5(a) of the total number of Warrant Shares, and on one occasion only. (b) The Company agrees that if, at any time and from time to time during the period commencing on the date hereof and ending on the Termination Date, the Board of Directors of the Company has not theretofore included within shall authorize the coverage filing of a Registration Statement registration statement under the Act (other than the initial public offering of the Company's Common Stock and otherwise than pursuant to Subsection 5(a) hereof, or other than a registration statement on Form S-8, S-4 or other form which does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such holders will be included in such registration statement at the Holder's and such holders' request, (ii) cause such registration statement to cover all of such Common Stock which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all such Common Stock which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will use its best efforts to maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale or other disposition; provided, however, that such period and the period during which the Company is required to keep the registration statement effective in connection with this Section 5(b) shall not exceed the Securities and Exchange Commission earlier of ("Commission"A) 120 days from the date of effectiveness of such registration statement under the Securities Act of 1933, as amended and (B) the "Act"), date upon which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) Holders have completed the sale or other disposition of the Warrant Shares; provided, further, however that such period shall be extended for a period of time, not to exceed 120 days, equal to the period the Holders refrain from selling or disposing of any Warrant Shares in such registration at the request of the underwriter. (c) Whenever the Company is required pursuant to the provisions of this Section 5 to include in a registration statement Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all (i) furnish each Holder of the any such Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares Common Stock with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Common Stock, (bii) use its reasonable best efforts to register or qualify such Warrant Shares Common Stock under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company Holders of any Common Stock and each underwriter of such Common Stock being sold by such Holders shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares such Common Stock be sold; provided, however, however that the Company foregoing "piggyback" registration right shall not be required subject to qualify as a foreign corporation or broker-dealer the cutback in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out the sole discretion of the offering or sale of underwriter for the Warrant SharesCompany. 5.3 (d) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares statement or other action pursuant to the provisions provision of this Section 5, except other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the HolderShares. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the (e) The Company will indemnify the holders of Warrant Shares which are included in each registration statement referred to in Subsection 5(a) and hold harmless 5(b), and the underwriters of such Common Stock, substantially to the same extent as is customary for indemnification and contribution provisions in favor or underwriters and selling shareholders of similar offerings, and such Holders will indemnify the Company (and the underwriters, if applicable) with respect to information furnished by them in writing to the Company for inclusion therein substantially to the same extent as the underwriters indemnify the Company. (f) If the Company shall at any time have completed a public offering of shares of its Common Stock, it shall thereafter take such steps as may be necessary to register it's Common Stock, as the case may be, under Section 12 of the Securities Exchange Act of 1934, as amended, use its best efforts to maintain such status, and to file with the Securities and Exchange Commission all current reports and the information as may be necessary to enable the Holder and each other entity or person, if any, controlling the Holder within the meaning to effect sales of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject its shares in reliance upon Rule 144 promulgated under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on October __, 1997, and ending on October __, 2001, the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold, as amended, not less than 50% of the Warrants and/or Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5 shall request that the Company file, under the Securities Act of 1933 (the "ACT"), a registration statement under the Act covering not less than 50% of the Warrant Shares issued or issuable upon the exercise of the Warrants and not so previously sold, the Company receives a written request from will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder (whether or not the Holder theretofore shall have exercised this Warrant and such Holders, will be included in whole or in part), and provided that (a) such registration statement at the time of Holder's and such request the Holder is the owner ofHolders' request, and/or has the right pursuant (ii) cause such registration statement to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement be filed by the Company with the Securities and Exchange Commission within forty-five days of such request and to cover all Warrant Shares which it has been so requested to include, ("Commission"iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action reasonably necessary under any Federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the earlier of a period of 180 days or such other period necessary for such Holders to effect the proposed sale or other disposition. The Company shall be required to effect a registration or qualification pursuant to this Subsection 5(a) on one occasion only. (b) Notwithstanding anything to the contrary set forth in Subsection 5(a), the Company shall not be obligated to register any Warrant Shares hereunder if: (i) such Warrant Shares can be publicly sold by the Holder thereof without registration under the Securities Act of 1933and without any volume or other material limitations, as amended (the "Act"), which Registration Statement ii) a registration statement covering such Warrant Shares has been declared effective and they have been disposed of pursuant to such effective registration statement, (iii) such Warrant Shares are transferred on the open market pursuant to any available exemption under the Act, (iv) such Warrant Shares have been otherwise transferred and the Company has delivered new certificates or other evidences of ownership for them not subject to any stop transfer order or other restriction on transfer and not bearing any legend restricting transfer in the absence of an effective registration or an exemption from the registration requirements of the Act, (v) they have been sold, assigned, pledged, hypothecated or otherwise disposed of by the CommissionHolder in a transaction in which the Holder's rights hereunder are not assigned or assignable, at least fifty percent or (50%vi) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Holder acquired such Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise pursuant to a Cashless Exercise of Warrants (providedthis Warrant, that the audited financial statements to be included as described in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, thatSection 1(a) hereof. In addition, if the request for Company shall furnish to Holders requesting a registration is received within three (3) months prior statement pursuant to Section 5(a), a certificate signed by the commencement Chief Executive Officer of a fiscal year 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 may delay and its stockholders for such registration statement to be filed and it is therefore essential to defer the preparation and filing of such Registration Statement registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety 90 days after receipt of the request of the Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period. (90c) The Company agrees that if, at any time and from time to time during the period commencing on October __, 1997, and ending on October __, 2003, the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being hereinafter called a "SUBSEQUENT REGISTRATION STATEMENT") under the Act (otherwise than pursuant to Subsection 5(a) hereof, or other than a registration statement on Form S-8 or other form which does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify the Holder and each of the Holders, if any, of other Warrants and/or Warrant Shares not previously sold pursuant to this Section 5 that such Subsequent Registration Statement will be filed and that the Warrant Shares which are then held, and/or which may be acquired upon the exercise of the Warrants, by the Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement, (ii) upon the written request of a Holder made within 15 days following after the commencement giving of such fiscal year in order to prepare and notice by the Company, include in the securities covered by such Subsequent Registration Statement audited financial statements for the immediately preceding fiscal year)all Warrant Shares which it has been so requested to include, shall (iii) use its reasonable best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action reasonably necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the earlier of a period of 180 days or such other period necessary for the Holder and such Holders to effect the proposed sale or other disposition. Notwithstanding any other provision of this Section 5(c), if the managing underwriters advise the Holders in writing that marketing factors require a limitation of the number of shares to be registered in such Subsequent Registration Statement, then the number of Warrant Shares from time to time during such period by that may be included in the holders underwriting shall be allocated among all Holders thereof in ordinary brokerage transactions in proportion (as nearly as practicable) to the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing amount of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant owned by the each Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 (d) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable best efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided. Nothing contained in this Warrant shall be construed as requiring a Holder to exercise its Warrant prior to the closing of an offering pursuant to a registration statement referred to in Subsection 5(a) or 5(b). (e) The Company shall furnish to each Holder participating in an offering pursuant to a registration statement under this Section 5 and to each underwriter, howeverif any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (f) The Company shall enter into an underwriting agreement with the managing underwriters selected by the Company, subject to the consent of Holders holding 50% of the Warrant Shares requested to be included in a registration statement filed pursuant to Section 5(a), such consent not to be unreasonably withheld. Notwithstanding the foregoing, in the event that the Company has not selected the managing underwriters within twenty (20) days of receipt of request for registration pursuant to Section 5(a), the Holders holding 50% of the Warrant Shares requested to be included in a registration statement filed pursuant to Section 5(a) shall have twenty (20) days to select the managing underwriters, subject to the consent of the Company, such consent not to be unreasonably withheld. In the event that such Holders have not selected an acceptable managing underwriter within such twenty (20) day period, the parties shall follow the procedures herein set forth until such time as a selection is made. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Shares. Such Holders shall not be required to qualify make any representations or warranties to or agreements with the Company or the underwriters except as a foreign corporation or broker-dealer in any jurisdiction or they may relate to file a consent to service such Holders and their intended methods of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Sharesdistribution. 5.3 (g) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares statement or other action pursuant to the provisions of this Section 5, except excluding the fees and expenses of counsel representing the Holders of Warrant Shares included in any such registration statement and any underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the HolderShares. (h) The Company will indemnify, and, should the Holder elect if such indemnity is unavailable, will agree to be separately represented by counseljust and equitable contribution to, the fees Holders of Warrant Shares which are included in each registration statement referred to in Subsections 5(a) and disbursements payable 5(b), and the underwriters of such Warrant Shares, substantially to such counsel for the Holder shall be paid by the Holder. 5.4 In the event same extent as the Company includes any Warrant Shares in a Registration Statement filed by has indemnified, and agreed to just and equitable contribution to, the Company with underwriters (the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, "UNDERWRITERS") of its public offering of Common Stock pursuant to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Underwriting Agreement (collectively, the "Controlling PartyUnderwriting Agreement"), against any lossesdated September __, claims1996, damages or liabilities to which by and among the Holder or Company, Ladenburg, Xxxxxxxx & Co. Inc., Xxxxxxx Bros., L.P., MOSCOM Corporation, as the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance uponSelling Stockholder, and the other underwriters named in conformity withSchedule A thereto. Each selling Holder of Warrant Shares, written information furnished expressly for use in connection with such Registration Statement by the Holderseverally and not jointly, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Registration Statement that includes Warrant Shares, any such registration statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or to the Exchange Actsame extent as the foregoing indemnity from the Company, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but and only to the extent, that such untrue any statement in or omission from or alleged untrue statement omission from such registration statement, any final prospectus, or omission any amendment or supplement thereto was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written upon information furnished by, or on behalf of, in writing to the Company by such selling Holder specifically for use in connection with the preparation of such Registration Statementregistration statement, any final prospectus or any such amendment or supplement thereto; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement obligation of any such loss, claim, damage, liability or action if such settlement is effected without Holder of Warrant Shares to indemnify the consent Company under the provisions of the Holder this Subsection (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder h) shall be limited to an amount equal to the proceeds to product of (A) the Holder number of Warrant Shares being sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 the selling Holder and (an "Indemnified Party"B) of notice the market price of the commencement of any action, Common Stock on the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party date of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have sale to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses public of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or partiesWarrant Shares.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on November ___,1996 and ending on November ____,2001, the Company receives a written request from (i) the Holder (whether and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold, collectively, not less than 50% of the Holder theretofore shall have exercised this Warrants and/or Warrant in whole or in part), Shares outstanding at such time and provided that (a) at the time of such request the Holder is the owner of, and/or has the right not previously sold pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) Section 5 shall request that the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (covering not less than 50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all % of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants, and not so previously sold, the Company will (i) promptly notify each Holder of the Warrants (provided, and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holders' request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale or other disposition. [The Company shall be required to effect a registration or qualification pursuant to this Section 5(a) on one occasion only.] (b) The Company agrees that if, at any time and from time to time during the period commencing November ____, 1996 and ending on November ____, 2003, the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement") under the Act (otherwise than pursuant to Section 5(a) hereof, and other than a registration statement on Form S-8 or other form which does not permit secondary sales or include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify the Holder and each of the Holders, if any, of other Warrants and/or Warrant Shares not previously sold pursuant to this Section 5 that such Subsequent Registration Statement will be filed and that the Warrant Shares which are then held, and/or which may be acquired upon the exercise of the Warrants, by the Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement, (ii) upon the written request of a Holder made within 20 days after the giving of such notice by the Company, include in the securities covered by such Subsequent Registration Statement all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as necessary for the Holder shall receive from counsel for and such Holders to effect the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, proposed sale or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementother disposition. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement or a post-effective amendment to a registration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable efforts best effort to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer including entering into an underwriting agreement in any jurisdiction or to file a consent to service customary form for transactions of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Sharesthis nature. 5.3 (d) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares or other action pursuant to the provisions of this Section 5Section, except including attorneys' fees and expenses of the Holder(s) of the Warrant Shares covered by such registration incurred in connection with such registration or other action, other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Period, six year period commencing one year after the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time closing date of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) an initial public offering of the total number of Warrant Shares, and Company's securities (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("CommissionIPO") registered under the Securities Act of 1933, as amended (the "Act"), the Holder and/or the Holders of any other Warrants, Warrant Shares and/or Conversion Shares, which Registration Statement has have not previously been declared effective by registered under the CommissionAct, at least fifty percent (shall request that the Company file, a registration statement under the Act covering not less than 50%) % of the Warrant Conversion Shares, the Company will (i) promptly shall prepare notify each Holder of the Warrants, Warrant Shares and file with Conversion Shares not previously sold pursuant to this Section 5, that such registration statement will be filed and that the Commission a Registration Statement under Conversion Shares which are then held, and/or may be acquired upon exercise of the Act covering all Warrants and conversion of the Warrant Shares theretofore issued by the Holder and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to such holders will be included in such Registration Statement shall be registrament at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such holders' request, (the "Exchange Act"), and provided further, that, if the request for ii) cause such registration is received within three (3) months prior statement to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing cover all of such Registration Statement for a period of not more than ninety Conversion Shares which it has been so requested to include, (90iii) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all such Conversion Shares which it has been so requested to include in such registration statement to be available for the sale of Warrant Shares sold or otherwise (b) The Company agrees that if, at any time and from time to time during such the seven year period by commencing after the holders thereof in ordinary brokerage transactions in IPO, the over- the-counter market or on any national securities exchange on which Board of Directors of the Common Stock is then listed. The right to demand Company shall authorize the filing of a Registration Statement registration statement under the Act (other than the initial public offering of the Company's Common Stock and otherwise than pursuant to Subsection 5(a) hereof, or other than a registration statement on Form S-8, Form S-4 or any other form which does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify each Holder of the Warrants, Warrant Shares and Conversion Shares not previously sold pursuant to this subsection 5.1 shall Section 5, that such registration statement will be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire filed and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the rightConversion Shares which are then held, pursuant to Rule 144 promulgated under the Act, to sell as and/or may be acquired upon exercise of the date of such opinion, any portion Warrants and conversion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder and such holders will be included in such registration statement at the Holder, or (b) upon a Registration Statement being declared effective 's and such holders' request provided such request is received by the Commission in which Company within twenty (20) days after receipt of notice from the Company has included at least fifty percent Company, (50%ii) of the Warrant Shares within the coverage cause such registration statement to cover all of such Registration StatementConversion Shares which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all such Conversion Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holders or holders to effect the proposed sale or other disposition, not to exceed nine (9) months. 5.2 (c) Whenever the Company includes Warrant Shares is required pursuant to the provisions of this Section 5 to include in a Registration Statementregistration statement Conversion Shares, the Company shall (ai) furnish the each Holder of any Warrants, Warrant Shares included in such Registration Statement and/or Conversion Shares and each underwriter of such Warrant Shares Common Stock with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request)uner to facilitate the sale or distribution of such Common Stock, as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (bii) use its reasonable best efforts to register or qualify such Warrant Shares Common Stock under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company Holders of any Common Stock and each underwriter of such Common Stock being sold by such Holders shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that such Common Stock be sold. (d) The Company shall bear the entire cost and expense of any registration of securities initiated by it under Subsection 5(b) hereof notwithstanding that Warrants, Warrant Shares and/or Conversion Shares subject to this Warrant may be soldincluded in any such registration. The Company shall also comply with one request for registration made pursuant to Subsection 5(a) hereof at its own expense and without charge to any holder of any Warrants, Warrant Shares and/or Conversion; providedand the Company shall comply with one additional request made pursuant to Subsection 5(a) hereof (and not deemed to be pursuant to Subsection 5(b) hereof) at the sole expense of such majority holder. Any holder whose Warrants, Warrant Shares and/or Conversion Shares are included in any such registration statement pursuant to this Section 5 shall, however, that bear the fees of his own counsel and any registration fees, transfer taxes or underwriting discounts or commissions applicable to the Warrants, Warrant Shares and/or Conversion Shares sold by him pursuant thereto. (e) The Company will indemnify the holders of Conversion Shares which are included in each registration statement referred to in Subsections 5(a) and 5(b), and the underwriters of such Common Stock, substantially to the same extent as is customary for indemnification and contribution provisions in favor of underwriters and selling shareholders of similar offerings, and such Holders will indemnify the Company (and the underwriters, if applicable) with respect to information furnished by them in writing to the Company for inclusion therein substantially to the same extent as the underwriters indemnify the Company. (f) If the Company shall at any time have completed a public offering of shares of its Preferred Stock or Common Stock, it shall thereafter take such steps as may be necessary to register it's Preferred Stock or Common Stock, as the case may be, under Section 12(g) of the Securities Exchange Act of 1934, as amended, to maintain such status, and to file with the Securities and Exchange Commission all current reports and the information as may be necessary to enable the Holder to effect sales of its shares in reliance upon Rule 144 promulgated under the Act. (g) Notwithstanding the foregoing, the Company shall not be required obligated to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with effect any registration of the Warrant Shares pursuant to this Section 5 if at the provisions time of any request to effect a registration pursuant to this Section 5, except underwriting discountsthe Company is engaged, brokerage commissionsor has fixed plans to engage within ninety (90) days of the time of the request, and applicable insurance and transfer taxes relating in a registered public offering or is engaged, or has fixed plans to engage within ninety (90) days of time of the request, in any other activity that, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the sale material detriment of the Warrant Shares are Company, then the Company may at its option direct that such request be delayed for a period not in excess of one hundred twenty (120) days from the effective date of such offering, or the date of commencement of such other material activity, as the case may be, such rights to delay a request to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed exercised by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable more than once in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereoftwelve month period. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company shall (x) prepare promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall ; (y) use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act); and (z) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iiic) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after Upon receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify promptly in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it the indemnifying party from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject (a) The Company shall include the Warrant Shares on the Shelf Registration Statement (as defined in the PPM) and the Holder shall otherwise have the registration rights set forth in Section 5 of the subscription agreement (the "Subscription Agreement") to be entered into between the terms purchasers of units (as described in the PPM) and the Company. By acceptance of this Warrant, the Holder agrees that it shall have the same obligations, and otherwise comply with, the provisions in such Section 55 of the Subscription Agreement to same extent as if it were a party thereto. To the extent that no Final Closing Date (as defined in the Subscription Agreement) occurs or the Offering is terminated, the rights granted to Holder hereunder to have its shares registered shall begin as of November 19, 1997 on the same terms as provided in Section 5 of the Subscription Agreement. (b) The Company agrees that if, at any time and from time to time during the Exercise Registration Period, the Board of Directors of the Company receives shall authorize the filing of a written request from registration statement under the Act (other than pursuant to the Shelf Registration Statement) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such holders will be included in such registration statement at the Holder's and such holders' request, (whether ii) cause such registration statement to cover all of such Common Stock which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any Federal or not state law or regulation of any governmental authority to permit all such Common Stock which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Holder theretofore shall have exercised this Warrant in whole and such Holders to effect the proposed sale or in part), and provided that other disposition. (ac) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Until all Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of have been sold under a Registration Statement filed by or pursuant to Rule 144, the Company shall use its reasonable best efforts to file with the Securities and Exchange Commission ("Commission") under all current reports and the Securities Act of 1933, information as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements necessary to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as enable the Holder shall receive from counsel for the Company a written opinion to effect sales of such counsel that the Holder has the right, pursuant to its shares in reliance upon Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time and from time to time during the Exercise Periodperiod beginning on the Commencement Date and ending on the second anniversary of the date the Warrants are exercised in full, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time Board of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) Directors of the total number of Warrant Shares, and (b) Company shall authorize the Company has not theretofore included within the coverage filing of a registration statement (any such registration statement being hereinafter called a "Registration Statement filed by the Company with the Securities and Exchange Commission ("CommissionStatement") under the Securities Act (other than a registration statement on Form S-4 or Form S-8 or other form which does not include substantially the same information as would be required in a form for the general registration of 1933, as amended (securities) in connection with the "Act"), which Registration Statement has been declared effective proposed offer of any of its securities by the Commission, at least fifty percent (50%) Company or any of the Warrant Sharesits stockholders, the Company will (i) promptly shall prepare notify the Holder and file with each of the Commission a Holders, if any, of other Warrants and/or Warrant Shares not previously sold pursuant to this Section 5 that such Registration Statement under the Act covering all of will be filed and that the Warrant Shares theretofore issued and which thereafter are then held, and/or which may be issuable acquired upon the exercise of Warrants (providedthe Warrants, that by the audited financial statements to Holder and such Holders, will, at the Holder's and such Holder's request, be included in such Registration Statement shall be Statement, (ii) upon the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the written request for registration is received within three (3) months prior to the commencement of a fiscal year Holder made within 15 days after the giving of such notice by the Company, include in the Company may delay the preparation and filing of securities covered by such Registration Statement for a period of not more than ninety all Warrant Shares which it has been so requested to include, (90iii) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale of Warrant Shares from time to or other disposition. (b) The Company agrees that if, at any time during such the period by commencing on the holders thereof in ordinary brokerage transactions in six (6) month anniversary of the over- the-counter market or Commencement Date and ending on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as second anniversary of the date the Warrants are exercised in full, the Holder and/or the Holders of such opinion, any portion Warrants and/or Warrant Shares who or which shall hold not less than 50% of the aggregate number of Warrants and Warrant Shares then held and/or purchasable upon outstanding at such time (the exercise of this "Covered Warrant by the Holder, or (bShares") upon a Registration Statement being declared effective by the Commission in which shall request that the Company has included at least fifty percent (file a registration statement under the Act covering not less than 50%) % of the Covered Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration StatementShares, the Company shall will (ai) furnish promptly notify each Holder of the Warrants and each Holder of Warrant Shares not so previously sold that such registration statement will be filed and that the Warrant Shares which are then held, and /or may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such Registration Statement registration statement at the Holder's and each underwriter of such Holders' request, (ii) cause such registration statement to be filed with the Securities and Exchange Commission (the "Commission") as soon as possible following such request and to cover all Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming which it has been so requested to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; andinclude, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such other actions as may registration statement to be reasonably sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any government authority for the period necessary or advisable for such Holder to enable such Holder(s) and such underwriters to consummate effect the proposed sale or distribution in such jurisdiction other disposition. The Company shall be required to effect a registration or jurisdictions in which such Holder(squalification pursuant to this Subsection 5(b) shall have reasonably requested on one occasion only; provided that the Warrant Shares be sold; provided, however, that the Company a request for registration shall not be required deemed to qualify as constitute a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 Subsection 5(b) if: (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (ai) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, conditions to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.closing

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at The Company shall file an amendment to its pending registration statement including the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant GCA Warrants Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities Amendment) on or before (Filing Date Deadline) and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein Amendment to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by February 15, 2001 (Effective Date Deadline). b) In the Commission in which event the Company has included at least fifty percent Registration Statement Amendment described above is not filed by the Filing Date Deadline and/or shall not become effective by the Effective Date Deadline: (50%i) the exercise method of the Warrant Shares within the coverage of GCA Warrants shall become cashless until such Registration Statement.Statement Amendment becomes effective; (ii) the exercise price of the GCA Warrants shall be reduced by $0.03; and shall be further reduced by $0.01 for each month or part thereof commencing one month after the Effective Date Deadline, for up to two years from the Closing Date, but to not less than $0.05, that the Registration Statement Amendment has not been made effective with a current prospectus available, or the Registration Statement Amendment ceases to be effective with a current prospectus available; or that the GCA Warrants Shares, cannot be sold pursuant to SEC Rule 144 (d) (subject only to Form 144 filing, manner of sale and volume limitation provisions of Rule 144) 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the c) The Company shall (ai) furnish the each Holder of Warrant any such GCA Warrants Shares included in such Registration Statement and each underwriter of such Warrant GCA Warrants Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act Act, (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; GCA Warrants Shares, (bii) use its reasonable best efforts to register or qualify such Warrant GCA Warrants Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company Holders of any such GCA Warrants Shares and each -underwriter of GCA Warrants Shares being sold by such Holders shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant GCA Warrants Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 d) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares or other action pursuant to the provisions of this Section 5, except other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the HolderGCA Warrants Shares. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the e) The Company will indemnify the Holders of GCA Warrants Shares which are included in each Subsequent Registration Statement substantially to the same extent as the Company has indemnified the underwriters (the "Underwriters") of its public offering of Common Stock pursuant to the Underwriting Agreement and hold harmless such Holders will indemnify the Holder Company (and each other entity or personthe underwriters, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities applicable) with respect to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions information furnished by them in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable writing to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action inclusion therein substantially to the same extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by as the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless Underwriters have indemnified the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on [one year from the effective date], 1997 and ending on [five years from the effective date], 2001, the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 50% of the Warrants and/or Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5 shall request that the Company file, under the Act, a registration statement under the Act covering not less than 50% of the Warrant Shares issued or issuable upon the exercise of the Warrants and not so previously sold, the Company receives a written request from will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder (whether or not the Holder theretofore shall have exercised this Warrant and such Holders, will be included in whole or in part), and provided that (a) such registration statement at the time of Holder's and such request the Holder is the owner ofHolders' request, and/or has the right pursuant (ii) cause such registration statement to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement be filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act within thirty days of 1933, as amended (the "Act"), such request and to cover all Warrant Shares which Registration Statement it has been declared effective by the Commissionso requested to include, at least fifty percent (50%iii) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such registration statement to become effective as soon as practicable, and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale or other disposition, provided that the Company shall not be required to maintain the registration statement in effect for a period in excess of nine months. The Company shall be required to effect a registration or qualification pursuant to this Subsection 5(a) on one occasion only. (b) The Company agrees that if, at any time and from time to time during the period commencing on [one year from the effective date], 1997 and ending on [five years from the effective date], 2001, the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being hereinafter called a "SUBSEQUENT REGISTRATION STATEMENT") under the Act (otherwise than pursuant to Subsection 5(a) hereof, or other than a registration statement on Form S-8 or S-4 or other form which does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its shareholders, the Company will (i) promptly notify the Holder and each of the Holders, if any, of other Warrants and/or Warrant Shares not previously sold pursuant to this Section 5 that such Subsequent Registration Statement will be filed and that the Warrant Shares which are then held, and/or which may be acquired upon the exercise of the Warrants, by the Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement, (ii) upon the written request of a Holder made within 20 days after the giving of such notice by the Company, include in the securities covered by such Subsequent Registration Statement all Warrant Shares which it has been so requested to include, (iii) use its reasonable efforts to cause such Subsequent Registration Statement to become effective as soon as practicable, with such Registration Statement to have a duration of not more than [6] months from its date of effectiveness, and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale of Warrant Shares from time or other disposition, provided that the Company shall not be required to time during such period by maintain the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Subsequent Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier in effect for a period in excess of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementnine months. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided. Nothing contained in this Warrant shall be construed as requiring a Holder to exercise its Warrant prior to the closing of an offering pursuant to a registration statement referred to in Subsection 5(a) or 5(b). (d) In the event of an underwritten public offering pursuant to this Section 5, however, that the Company shall furnish to each underwriter a signed counterpart, addressed to such underwriter, of (i) an opinion of counsel to the Company, dated the date of the closing under the underwriting agreement, and (ii) a "comfort" letter dated the effective date of such registration statement and a letter dated the date of the closing under the underwriting agreement signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (e) The Company shall enter into an underwriting agreement with the managing underwriters selected by Holders holding 50% of the Warrant Shares requested to be included in a registration statement filed pursuant to Section 5(a). Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Shares. Such Holders shall not be required to qualify make any representations or warranties to or agreements with the Company or the underwriters except as a foreign corporation or broker-dealer in any jurisdiction or they may relate to file a consent to service such Holders and their intended methods of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Sharesdistribution. 5.3 (f) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares statement or other action pursuant to the provisions of this Section 5, except other than the fees and expenses of one counsel representing the Holders of Warrant Shares included in any such registration statement and underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the HolderShares. (g) The Company will indemnify, and, should the Holder elect if such indemnity is unavailable, will agree to be separately represented by counseljust and equitable contribution to, the fees Holders of Warrant Shares which are included in each registration statement referred to in Subsections 5(a) and disbursements payable 5(b), and the underwriters of such Warrant Shares, substantially to such counsel for the Holder shall be paid by the Holder. 5.4 In the event same extent as the Company includes any Warrant Shares in a Registration Statement filed by has indemnified, and agreed to just and equitable contribution to, the Company with underwriters (the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, "UNDERWRITERS") of its public offering of Common Stock pursuant to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Underwriting Agreement (collectively, the "Controlling PartyUNDERWRITING AGREEMENT"), against any lossesdated ___________________, claims1996, damages or liabilities to which by and among the Company, Barrx X. Xxxxxxxxx xxx Ladexxxxx Xxxlxxxx & Xo. Inc., Cruttenden Roth Xxxorporated and the other underwriters named in Schedule A thereto. Each selling Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission (i) shall be obligated to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable furnish information in writing to the Company and relating to action or inaction required of Company, upon the Company in connection with any such registration; providedCompany's reasonable request therefor, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with the preparation of such Registration Statement by the HolderStatement, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4and (ii) severally and not jointly, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Registration Statement that includes Warrant Shares, any such registration statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or to the Exchange Actsame extent as the foregoing indemnity from the Company, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but and only to the extent, that such untrue any statement in or omission from or alleged untrue statement omission from such registration statement, any final prospectus, or omission any amendment or supplement thereto was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written upon information furnished by, or on behalf of, in writing to the Company by such selling Holder specifically for use in connection with the preparation of such Registration Statementregistration statement, any final prospectus or any such amendment or supplement thereto; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement obligation of any such loss, claim, damage, liability or action if such settlement is effected without Holder of Warrant Shares to indemnify the consent Company under the provisions of the Holder this Subsection (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder g) shall be limited to an amount equal to the proceeds to excess of (1) the Holder product of (A) the number of Warrant Shares being sold pursuant theretoby the selling Holder and (B) the market price of the Common Stock on the date of the sale to the public of such Warrant Shares over (2) the aggregate amount, if any, paid to the Company by such Holder in connection with the issuance of such Warrant Shares. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party"h) of notice of the commencement of Notwithstanding any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have provisions to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in andcontrary herein, to the extent that it may wishthe sales of Warrant Shares proposed to be made by the Holder pursuant to a registration statement under this Section 5 can, jointly with in the opinion of counsel to the Company, be effected without volume or other material limitations pursuant to Rule 144 or any other indemnifying party similarly notified, to assume available exemption from registration under the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereofAct, the indemnifying party Holder will not be liable entitled to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses request registration of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that shares hereunder. (ai) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in In connection with any one such action or separateunderwritten public offering in which the Holder is entitled to participate pursuant to this Section 5, but substantially similar or related actions the Holder will agree to any reasonable "lockup" arrangements requested by the managing underwriter, provided that the lock-up period will not exceed 90 days unless a longer period is agreed to by other shareholders selling shares in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or partiesoffering.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, The Company agrees that if, at any time and, from time to time during the Exercise Periodperiod commencing on January 1, 1999 and ending on July 31, 2002, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time Board of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) Directors of the total number of Warrant Shares, and (b) Company shall authorize the Company has not theretofore included within the coverage filing of a registration statement (any such registration statement being sometimes hereinafter called a "Subsequent Registration Statement filed by the Company with the Securities and Exchange Commission ("CommissionStatement") under the Securities Act (otherwise than pursuant to Section 5(a) hereof) in connection with the proposed offer of 1933, as amended (the "Act"), which Registration Statement has been declared effective any of its securities by the Commission, at least fifty percent (50%) it or any of the Warrant Sharesits shareholders, the Company will (i) promptly shall prepare notify the Holder and file with the Commission a all other registered Holders, if any, of other Warrants and/or Warrant Shares that such Subsequent Registration Statement under the Act covering all of will be filed and that the Warrant Shares theretofore issued and which thereafter are then held, and/or which may be issuable acquired upon the exercise of Warrants (providedthe Warrants, that by the audited financial statements to Holder and such Holders will be included in such Subsequent Registration Statement shall be at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holders' request, (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3ii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of cause such Subsequent Registration Statement for a period of not more than ninety to cover all Warrant Shares which it has been so requested to include, (90iii) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one and (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action actions necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as necessary for the Holder shall receive from counsel for and such Holders to effect the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, proposed sale or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 other disposition. Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable best efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 . The Company shall pay all expenses incurred in connection with any registration or other action pursuant to the provisions of Section 5(a) and 5(b) above, other than underwriting discounts and applicable transfer taxes relating to the Warrant Shares. The market price of Common Stock shall mean the price of a share of Common Stock on the relevant date, determined on the basis of the last reported sale price of the Common Stock as reported on the NASDAQ National Market System ("NASDAQ"), or, if there is no such reported sale on the day in question, on the basis of the average of the closing bid and asked quotations as so reported, or, if the Common Stock is not listed on NASDAQ, the last reported sale price of the Common Stock on such other national securities exchange upon which the Common Stock is listed, or, if the Common Stock is not listed on any national securities exchange, on the basis of the average of the closing bid and asked quotations on the day in question in the over-the-counter market as reported by the National Association of Securities Dealers' Automated Quotations System, or, if not so quoted, as reported by National Quotation Bureau, Incorporated or a similar organization. The Company agrees that if, at any two times during the period commencing on January 1, 1999 and ending on December 31, 2001, the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 50% of the Warrants and/or Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5, request that the Company file a registration statement under the Securities Act of 1933 (the "Act") covering all or any of the Warrant Shares, the Company will (i) promptly notify the Holder and all other registered holders, if any, of the Warrant and/or Warrant Shares that such registration statement will be filed and that the Warrant Shares which are then held, and/or which may be acquired upon the exercise of Warrants, by the Holder and such Holders will be included in such registration statement at the Holder's and such Holder's request, (ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and to remain effective and current and (iv) take all other action necessary under any federal or state law or regulations of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale or other disposition. The Holders shall pay all expenses incurred in connection with any registration or other action pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the CommissionSection, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company without limitation accountants and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereofattorneys fees. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on , 1998 and ending on , 2002, the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 25% of the Warrants and/or Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5 shall request that the Company file, under the Securities Act of 1933 (the "ACT"), a registration statement under the Act covering not less than 25% of the Warrant Shares issued or issuable upon the exercise of the Warrants and not so previously sold, the Company receives a written request from will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder (whether or not the Holder theretofore shall have exercised this Warrant and such Holders, will be included in whole or in part), and provided that (a) such registration statement at the time of Holder's and such request the Holder is the owner ofHolders' request, and/or has the right pursuant (ii) cause such registration statement to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement be filed by the Company with the Securities and Exchange Commission within thirty days of such request and to cover all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale or other disposition. The Company shall be required to effect a registration or qualification pursuant to this Subsection 5(a) on one occasion only. Notwithstanding the foregoing, the Company need not include any Warrant Shares owned by any Holder in any registration statement provided for under this Subsection 5(a) or notify any other Holder that a registration statement will be filed if in the opinion of counsel for the Company reasonably satisfactory to the Holder (which shall be deemed to include Xxxxxx, XxXxxxxxx & Fish, LLP), registration of such shares under the Act is not necessary for the Holder to dispose of all of such shares in the public market in compliance with the Act; provided that, in such case, the opinion of such counsel shall be in writing addressed to the Holder and shall be rendered within 20 days after the Company receives the Holder's request for registration. (b) The Company agrees that if, at any time and from time to time during the period commencing on , 1997 and ending on , 2004, the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being hereinafter called a "CommissionSUBSEQUENT REGISTRATION STATEMENT") under the Securities Act (otherwise than pursuant to Subsection 5(a) hereof, or other than a registration statement on Form S-8 or other form which does not include substantially the same information as would be required in a form for the general registration of 1933, as amended (securities) in connection with the "Act"), which Registration Statement has been declared effective proposed offer of any of its securities by the Commission, at least fifty percent (50%) it or any of the Warrant Sharesits stockholders, the Company will (i) promptly shall prepare notify the Holder and file with each of the Commission a Holders, if any, of other Warrants and/or Warrant Shares not previously sold pursuant to this Section 5 that such Subsequent Registration Statement under the Act covering all of will be filed and that the Warrant Shares theretofore issued and which thereafter are then held, and/or which may be issuable acquired upon the exercise of Warrants (providedthe Warrants, that by the audited financial statements to Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement shall be Statement, (ii) upon the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the written request for registration is received within three (3) months prior to the commencement of a fiscal year Holder made within 20 days after the giving of such notice by the Company, include in the Company may delay the preparation and filing of securities covered by such Subsequent Registration Statement for a period of not more than ninety all Warrant Shares which it has been so requested to include, (90iii) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as necessary for the Holder shall receive from counsel for and such Holders to effect the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, proposed sale or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementother disposition. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable best efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided. Nothing contained in this Warrant shall be construed as requiring a Holder to exercise its Warrant prior to the closing of an offering pursuant to a registration statement referred to in Subsection 5(a) or 5(b). (d) The Company shall furnish to each Holder participating in an offering pursuant to a registration statement under this Section 5 and to each underwriter, howeverif any, that a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (e) The Company shall enter into an underwriting agreement with the managing underwriters selected by Holders holding 50% of the Warrant Shares requested to be included in a registration statement filed pursuant to Section 5(a). Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Shares and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to qualify make any representations or warranties to or agreements with the Company or the underwriters except as a foreign corporation or broker-dealer in any jurisdiction or they may relate to file a consent to service such Holders and their intended methods of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Sharesdistribution. 5.3 (f) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares statement or other action pursuant to the provisions of this Section 5, except including the reasonable fees and expenses of one counsel representing the Holders of Warrant Shares included in any such registration statement, other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the HolderShares. (g) The Company will indemnify, and, should the Holder elect if such indemnity is unavailable, will agree to be separately represented by counseljust and equitable contribution to, the fees Holders of Warrant Shares which are included in each registration statement referred to in Subsections 5(a) and disbursements payable 5(b), and the underwriters of such Warrant Shares, substantially to such counsel for the Holder shall be paid by the Holder. 5.4 In the event same extent as the Company includes any Warrant Shares in a Registration Statement filed by has indemnified, and agreed to just and equitable contribution to, the Company with underwriters (the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, "UNDERWRITERS") of its public offering of Common Stock pursuant to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act Underwriting Agreement (collectively, the "Controlling PartyUnderwriting Agreement"), against any lossesdated ______, claims1997, damages or liabilities to which by and among the Company, Xxxxxxxxxx Securities, Ladenburg Xxxxxxxx & Co. Inc. and the other underwriters named in Schedule A thereto. Each selling Holder or the Controlling Party may become subject under the Actof Warrant Shares, insofar as such lossesseverally and not jointly, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Registration Statement that includes Warrant Shares, any such registration statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or to the Exchange Actsame extent as the foregoing indemnity from the Company, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but and only to the extent, that such untrue any statement in or omission from or alleged untrue statement omission from such registration statement, any final prospectus, or omission any amendment or supplement thereto was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written upon information furnished by, or on behalf of, in writing to the Company by such selling Holder specifically for use in connection with the preparation of such Registration Statementregistration statement, any final prospectus or any such amendment or supplement thereto; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement obligation of any such loss, claim, damage, liability or action if such settlement is effected without Holder of Warrant Shares -------- ------- to indemnify the consent Company under the provisions of the Holder this Subsection (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder g) shall be limited to an amount equal to the proceeds to excess of (1) the Holder product of (A) the number of Warrant Shares ------ -- being sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 the selling Holder and (an "Indemnified Party"B) of notice the market price of the commencement Common Stock on the date of any action, the Indemnified Party willsale to the public of such Warrant Shares over (2) the aggregate ---- amount, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4any, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have paid to the Indemnified Party otherwise than under this Section. In case any Company by such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party Holder in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses issuance of such counsel Warrant Shares. (h) Each Holder shall be paid by furnish to the Indemnified Party, except that the indemnifying party shall pay Company such reasonable fees and expenses of information regarding such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party Holder and the indemnifying party has agreed, in writing, to pay distribution proposed by such fees and expenses, or (b) Holder as the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party Company may reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, request in connection with any one such action registration, qualification or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or partiescompliance referred to herein.

Registration Under Securities Act of 1933. 5.1 Subject (a) If the Holders of the Warrants and holders of the Warrant Shares have not been previously offered the opportunity, pursuant to Section 5(b) hereof, to include all of such securities in a registration statement which was subsequently declared effective, the terms of this Section 5, Company agrees that if, at any time during the Exercise Period, (i) the Holders of any Warrants and Warrant Shares who or which shall hold, collectively, not less than 50% of the Warrants and/or Warrant Shares outstanding at such time shall request that the Company receives file a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (covering more than 50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all % of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants, the Company will (i) promptly notify each Holder of the Warrants (provided, and each holder of Warrant Shares that such registration statement will be filed and that the audited financial statements Warrant Shares which are then held, or may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such registration statement at the Holder's and such Holders' request, (ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period, but in no event to exceed nine months, necessary for such Holders to effect the proposed sale or other disposition. The Company shall be required to effect a registration or qualification pursuant to this Section 5(a) on one occasion only. (b) The Company agrees that if, at any time and from time to time during the Exercise Period, the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement") under the Act (otherwise than pursuant to Section 5(a) hereof, and other than a registration statement on Form S-8 or other form which does not permit secondary sales or include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not previously sold pursuant to this Section 5(b) that such Subsequent Registration Statement will be filed and that the Warrant Shares which are then held, and which may be acquired upon the exercise of the Warrants, by the Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement, (ii) upon the written request of a Holder made within 10 days after the giving of such notice by the Company, include such request therefor setting forth the facts with respect to such proposed disposition and all other information with respect to such person reasonably necessary to be included in such Subsequent Registration Statement, in the securities covered by such Subsequent Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 all Warrant Shares which it has been so requested to include, (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the sale of Warrant Shares from time period, but in no event to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as exceed nine months, necessary for the Holder shall receive from counsel and such Holders to effect the proposed sale or other disposition. In the event that the managing underwriter for any such offering advises the Company a written opinion of such counsel in writing that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as inclusion of the date of such opinion, all or any portion of such securities in the offering would be detrimental to the offering, such securities shall not be included in the Subsequent Registration Statement; provided, however, that if any securities held by persons with similar registration rights are to be included in the Subsequent Registration Statement, the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon which have been requested to be so included shall be included on a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementpro rata basis. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement or a post-effective amendment to a registration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable efforts best effort to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer including entering into an underwriting agreement in any jurisdiction or to file a consent to service customary form for transactions of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Sharesthis nature. 5.3 (d) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares or other action pursuant to the provisions of this Section 5, except including reasonable out-of-pocket expenses of the Holder(s) of the Warrant Shares covered by such registration incurred in connection with such registration or other action, other than (i) underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale Warrant Shares and (ii) attorneys' fees of the Holders. (e) If any Holder of Warrants or holder of Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes entitled to registration of any Warrant or Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.45 and so request, in lieu of such registration the Company shall have the right, for a period of 60 days following such request, to purchase or cause to be purchased all of the extent permitted by lawsecurities to which such request for registration pertains, at the Company will indemnify and hold harmless Current Market Price (as defined in Section 1(c)) less the Holder and each other entity or personPer Share Warrant Price, if any, controlling the Holder within the meaning of either Section 15 of the Act Warrants or Warrant Shares otherwise entitled to such registration. (f) The Company shall not be required by this Section 20 5 to file any such registration statement if, in the opinion of counsel for the Exchange Act (collectivelyCompany, the "Controlling Party"), against any losses, claims, damages proposed public offering or liabilities other transfer as to which the Holder such registration statement is requested is exempt from applicable federal and state securities laws and will result in all purchasers or the Controlling Party may become subject transferees obtaining securities which are not "restricted securities" as defined in Rule 144 under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, a) The Company agrees that if, ; at any time and from time to time during the Exercise Periodperiod commencing on June 30, 1999 and ending on June 5, 2003, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time Board of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) Directors of the total number of Warrant Shares, and (b) Company shall authorize the Company has not theretofore included within the coverage filing of a registration statement or a post-effective amendment to a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement filed by the Company with the Securities and Exchange Commission ("CommissionStatement") under the Securities Act other than a registration statement on Form S-8 or other form which does not include substantially the same information as would be required in a form for the general registration of 1933, as amended (securities) in connection with the "Act"), which Registration Statement has been declared effective proposed offer of any of its securities by the Commission, at least fifty percent (50%) it or any of the Warrant Sharesits shareholders, the Company will (i) promptly shall prepare notify the Holder and file with each of the Commission a Holders, if any, of other Warrants and/or Warrant Shares that such Subsequent Registration Statement under the Act covering all of will be filed and that the Warrant Shares theretofore issued and which thereafter are then held, and/or which may be issuable acquired upon the exercise of Warrants (providedthe Warrants, that by the audited financial statements to Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement, (ii) include in the securities covered by such Subsequent Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 all Warrant Shares which it has been so requested to include, (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement or to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale of or other disposition. Provided however, that the Holders shall be entitled to only one registration under this section 5(a). b) In connection with any registration under Section 5 hereof; the Company covenants and agrees (i) to use its best efforts to have any registration statement declared effective as soon as reasonably possible, (ii) to furnish each Holder desiring to sell Warrant Shares from time such number of prospectuses as shall reasonably he requested, (iii) to time during such period by the holders thereof pay all costs (excluding fees and expenses of Holder(s) counsel and any underwriting or selling commissions), fees and expenses in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement connection with all registration statements filed pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right5 hereof including, pursuant to Rule 144 promulgated under the Actwithout limitation, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statementregistration filing fees, the Company shall Company's legal and accounting fees, printing expenses, and blue sky fees and expenses, (aiv) furnish the Holder of Warrant Shares included to take all necessary action which may be required in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder qualifying or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of registering the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares a registration statement for offering and sale under the securities or blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which states as reasonably are requested by the Company deems appropriate or necessaryHolder(s), provided, however, provided that the Company shall not be obligated to register execute or qualify file any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration general consent to service of process or qualification of Warrant Shares in such state; and, (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in to do business under the laws of any jurisdiction or such jurisdiction, (v) to file a consent to service of process in any jurisdiction in any action other than one arising out of indemnify the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration Holder(s) of the Warrant Shares to be sold pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder registration statement and each other entity or person, if any, controlling the Holder who controls such Holders within the meaning of either Section 15 of the Act or Section 20 20(a) of the Securities Exchange Act of 1934, as amended (collectively, the "Controlling PartyExchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any losses, claims, damages or liabilities claim whatsoever) to which the Holder or the Controlling Party any of them may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein Exchange Act or any amendments other statute, common law or supplements theretootherwise, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise arising out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Warrant Securities under the securities laws thereof or filed with the Securities and Exchange Commission (the "Commission"), any state securities commission or agency, the National Association of Securities Dealers, Inc., The Nasdaq Stock Market or any securities exchange, or the omission or alleged omission therefrom of material fact required to be stated therein or necessary to make the statements contained therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Holder(s) expressly for use in such registration statement, any amendment or supplement thereto or any application, as the case may be. If any action is brought against the Holder(s) or any controlling person of the Holder(s) in respect of which indemnity may be sought against the Company pursuant to this Section 5, the Holder(s) or such controlling person shall within thirty (30) days after the receipt thereby of a summons or complaint notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and payment of reasonable fees and expenses of counsel (which counsel shall be reasonably satisfactory to the Holder(s) or such controlling person), but the failure to give such notice shall not affect such indemnified person's right to indemnification hereunder except to the extent that the Company's defense of such action was materially adversely affected thereby. The Holder(s) or such controlling person shall have the tight to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Holder(s) or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, the Company shall not have employed counsel to have charge of the defense of such action or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the fees and expenses of not more than one additional firm of attorneys for the Holder(s) and/or such controlling person shall be borne by the Company. Except as expressly provided in the previous sentence, in the event that the Company shall not previously have assumed the defense of any such action or claim, the Company shall not thereafter be liable to the Holder(s) or such controlling person in investigating, preparing or defending any such action or claim. The Company agrees promptly to notify the Holder(s) of the commencement of any litigation or proceedings against the Company or any of its officers, directors or controlling persons in connection with the resale of the Warrant Shares or in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance uponregistration statement. The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and in conformity withtheir successors and assigns, written information furnished expressly for use in connection with such Registration Statement by the Holdershall severally, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4and not jointly, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and each agent for the Company against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any losses, claims, damages, or liabilities claim whatsoever) to which the Company or any such director, officer, controlling person, agent, or underwriter they may become subject under the Act, insofar as such lossesthe Exchange Act or otherwise, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written arising from information furnished by, in writing by or on behalf ofof such. Holders, or their successors or assigns, for specific inclusion in such registration statement. Notwithstanding the Holder for use in connection with such Registration Statement; providedforegoing provisions of this Section 5, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such losspayment or reimbursement by the Holder(s) of fees, claim, damage, liability expenses or action if disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Company or such settlement is effected without the consent indemnified person as a direct result of the Holder (which consent shall not Company or such person's gross negligence or willful misfeasance will be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal promptly repaid to the proceeds to the Holder of Warrant Shares sold pursuant theretoHolder(s). 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on [_________,1998] and ending on [_________,2003], the Company receives a written request from (i) the Holder (whether and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold, collectively, not less than 50% of the Holder theretofore shall have exercised this Warrants and/or Warrant in whole or in part), Shares outstanding at such time and provided that (a) at the time of such request the Holder is the owner of, and/or has the right not previously sold pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) Section 5 shall request that the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (covering not less than 50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all % of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants, and not so previously sold, the Company will (i) promptly notify each Holder of the Warrants (provided, and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holders' request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale or other disposition. The Company shall be required to effect a registration or qualification pursuant to this Section 5(a) on one occasion only and shall be required to effect such registration only at such time as the Company is eligible to use Form S-3 (or any successor form) for the resale of shares by persons other than the Company. The Company agrees to exercise its best efforts to obtain eligibility to use Form S-3 at the earliest possible time, and to maintain such eligibility through the term of this Warrant. (b) The Company agrees that if, at any time and from time to time during the period commencing [__________,1998] and ending on [___________,2003], the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement") under the Securities Act (otherwise than pursuant to Section 5(a) hereof, and other than a registration statement on Form X-0, Xxxx X-0 or other form which does not permit secondary sales or include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify the Holder and each of the Holders, if any, of other Warrants and/or Warrant Shares not previously sold pursuant to this Section 5 that such Subsequent Registration Statement will be filed and that the Warrant Shares which are then held, and/or which may be acquired upon the exercise of the Warrants, by the Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement, (ii) upon the written request of a Holder made within 20 days after the giving of such notice by the Company, include in the securities covered by such Subsequent Registration Statement all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as necessary for the Holder shall receive from counsel for and such Holders to effect the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, proposed sale or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementother disposition. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement or a post-effective amendment to a registration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Securities Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable efforts best effort to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided, however, provided that the Company shall not be required to qualify as execute a foreign corporation or broker-dealer in any jurisdiction or to file a general consent to service of process or qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified. (d) The Company shall have the right to defer the filing of any registration statement pursuant to Section 5(a) hereof and to suspend the ability of Holders to sell Warrant Shares pursuant to any registration statement declared effective under Section 5(a) or 5(b) hereof, in either case for up to 60 days, if (i) in the opinion of counsel for the Company, the Company would thereby be required to disclose nonpublic information relating to pending corporate developments or business transactions involving the Company or its subsidiaries not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of the Company's Board of Directors, such disclosure at such time would adversely affect the Company or such corporate development or business transaction contemplated by the Company or its subsidiaries. Such period shall be referred to herein as the "Black-Out Period," and the Company shall not be entitled to implement more than two such Black-Out Periods during any 12-month period. In the event that notice of a Black-Out Period is given, each Holder shall keep the fact and subject matter of such notice confidential and refrain from any further sales or other transfers of Warrant Shares pursuant to the registration statement until the Holder receives either copies of a supplemented pr amended prospectus or a notice from the Company advising the Holder that the use of the existing prospectus may be resumed. (e) Notwithstanding any provision in this Section 5 to the contrary, the Company shall not be required to include in any action other than registration requested pursuant to this Section 5 any Warrant Shares issued or issuable upon exercise of a Warrant and then held by any Holder who is able at such time to sell all such Warrant Shares in one arising out of three-month period pursuant to Rule 144 under the offering or sale of the Warrant SharesSecurities Act. 5.3 (f) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares or other action pursuant to the provisions of this Section 5Section, except other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the and fees and disbursements payable to such of counsel and accountants for the Holder shall be paid by the HolderHolders. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time and from time to time during the Exercise Periodperiod ending on the Expiration Date, the Holder and/or the holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 50% of the Warrants and/or Warrant Shares issued by the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchaseSection 5, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) request that the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended 1933 (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all or any of the Warrant Shares theretofore (provided however the registration statement covers not less than 50% of all Warrant Shares issued by the Company pursuant to this Section 5), the Company will (i) promptly notify the Holder and all other registered holders, if any, of other Warrants and/or Warrant Shares that such registration statement will be filed and that the Warrant Shares which thereafter are then held, and/or which may be issuable acquired upon the exercise of Warrants (providedWarrants, that by the audited financial statements to Holder and such holders will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such holders' request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one and (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such registration statement to be available sold or otherwise disposed of and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for the Holder and such holders to effect the proposed sale of Warrant Shares or other disposition. (b) The Company agrees that if, at any time and from time to time during such period by time, the holders thereof in ordinary brokerage transactions in Board of Directors of the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand Company shall authorize the filing of a registration statement (any such registration statement being sometimes hereinafter called a "Subsequent Registration Statement") under the Act (otherwise than pursuant to 5(a) hereof) in connection with the proposed offer of any of its securities by it or any of its shareholders, the Company will (i) promptly notify the Holder and all other registered holders, if any, of other Warrants and/or Warrant Shares that such Subsequent Registration Statement pursuant to this subsection 5.1 shall will be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire filed and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares which are then held held, and/or purchasable which may be acquired upon the exercise of this Warrant the Warrants, by the Holder, or (b) upon a Holder and such holders will be included in such Subsequent Registration Statement being declared effective by at the Commission in which the Company has included at least fifty percent Holder's and such holders request, (50%ii) of the cause such Subsequent Registration Statement to cover all Warrant Shares within which it has been so requested to include, (iii) cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be sold or otherwise disposed of and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the coverage of period necessary for the Holder and such Registration Statementholders to effect the proposed sale or other disposition. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Subsequent Registration StatementStatement or in a registration statement pursuant to 5(a) hereof, the Company shall (ai) furnish the Holder each holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable best efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) holders shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 (d) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares or other action pursuant to the provisions of this Section 5, except including the attorneys' fees and expenses of the holder(s) of the Warrant Shares covered by such registration incurred in connection with such registration or other action, other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on May ___,1997 and ending on May ____,2002, the Company receives a written request from (i) the Holder (whether and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold, collectively, not less than 50% of the Holder theretofore shall have exercised this Warrants and/or Warrant in whole or in part), Shares outstanding at such time and provided that (a) at the time of such request the Holder is the owner of, and/or has the right not previously sold pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) Section 5 shall request that the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (covering not less than 50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all % of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants, and not so previously sold, the Company will (i) promptly notify each Holder of the Warrants (provided, and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holders' request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale or other disposition. [The Company shall be required to effect a registration or qualification pursuant to this Section 5(a) on one occasion only.] (b) The Company agrees that if, at any time and from time to time during the period commencing May ____, 1997 and ending on May ____, 2004, the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement") under the Act (otherwise than pursuant to Section 5(a) hereof, and other than a registration statement on Form S-8 or other form which does not permit secondary sales or include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify the Holder and each of the Holders, if any, of other Warrants and/or Warrant Shares not previously sold pursuant to this Section 5 that such Subsequent Registration Statement will be filed and that the Warrant Shares which are then held, and/or which may be acquired upon the exercise of the Warrants, by the Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement, (ii) upon the written request of a Holder made within 20 days after the giving of such notice by the Company, include in the securities covered by such Subsequent Registration Statement all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as necessary for the Holder shall receive from counsel for and such Holders to effect the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, proposed sale or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementother disposition. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement or a post-effective amendment to a registration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable efforts best effort to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer including entering into an underwriting agreement in any jurisdiction or to file a consent to service customary form for transactions of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Sharesthis nature. 5.3 (d) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares or other action pursuant to the provisions of this Section 5Section, except including attorneys' fees and expenses of the Holder(s) of the Warrant Shares covered by such registration incurred in connection with such registration or other action, other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on February 13,1993 and ending on February 13, 1997, the Company receives a written request from Holder and/or the Holder (whether Holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 50% of the Holder theretofore shall have exercised this Warrants and/or Warrant in whole or in part), Shares outstanding at such time and provided that (a) at the time of such request the Holder is the owner of, and/or has the right not previously sold pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) Section 5 shall request that the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") file, under the Securities Act of 1933, as amended 1933 (the "Act"), which a post-effective amendment to the Registration Statement has been declared (File Number 33-44959) (the "Original Registration Statement") or if a post-effective by amendment to the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Original Registration Statement is not available, a registration statement under the Act covering all not less than 50% of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants and not so previously sold, the Company will (provided, i) promptly notify each Holder of the Warrants and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such Holders will be included in such Registration Statement shall be post-effective amendment or registration statement at the yearHolder's and such Holders' request, (ii) cause such post-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 effective amendment or registration statement to cover all Warrant Shares which it has been so requested to include, (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement post-effective amendment or registration statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such post-effective amendment or registration statement to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale or other disposition, but in no event greater than one year from the effective date of Warrant Shares such registration statement. The Company shall be required to effect a registration or qualification pursuant to this Subsection 5(a) on one occasion only. (b) The Company agrees that if, at any time and from time to time during such the period by commencing on February 13, 1993 and ending on February 13, 1999, the holders thereof in ordinary brokerage transactions in Board of Directors of the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand Company shall authorize the filing of a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement Statement") under the Act (otherwise than pursuant to Subsection 5(a) hereof, or other than a registration statement on Form S-8 or other form which does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify the Holder and each of the Holders, if any, of other Warrants and/or Warrant Shares not previously sold pursuant to this subsection 5.1 shall Section 5 that such Subsequent Registration Statement will be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire filed and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares which are then held held, and/or purchasable which may be acquired upon the exercise of this Warrant the Warrants, by the Holder and such Holders, will, at the Holder's and such Holders' request, or (b) upon a be included in such Subsequent Registration Statement being declared effective or, if the undertaking made by the Commission Company in which the Company has included at least fifty percent (50%) Original Registration Statement or the rules, regulations and releases of the Securities and Exchange Commission, as the same may from time to time be in effect, so require, in a post-effective amendment to the Original Registration Statement, (ii) include in the securities covered by such Subsequent Registration Statement or post-effective amendment all Warrant Shares within which it has been so requested to include, (iii) use its best efforts to cause such Subsequent Registration Statement or post-effective amendment to become effective as soon as practicable and (iv) take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement or post-effective amendment to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the coverage of period necessary for the Holder and such Registration StatementHolders to effect the proposed sale or other disposition. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement or a post-effective amendment to a registration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable best efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as maintain the effectiveness of any registration statement or post-effective amendment for a foreign corporation period in excess of 90 days after the effective date of such registration statement or brokerpost-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shareseffective amendment. 5.3 (d) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares statement or other action pursuant to the provisions of this Section 5, except other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the HolderShares. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the (e) The Company will indemnify the Holders of Warrant Shares which are included in each Subsequent Registration Statement and hold harmless post-effective amendment to the Holder Original Registration Statement referred to in Subsections 5(a) and each 5(b), and the underwriters of such Warrant Shares, substantially to the same extent as the Company has indemnified the underwriters (the "Underwriters") of its public offering of Common Stock pursuant to the Underwriting Agreement dated February 6, 1992, among the Company, Ladenburg, Xxxxxxxx & Co. Inc., the Selling Stockholders and the other entity or personunderwriters named therein, and such Holders will indemnify the Company (and the underwriters, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities applicable) with respect to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions information furnished by them in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable writing to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action inclusion therein substantially to the same extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by as the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless Underwriters have indemnified the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, a) The Company agrees that if, at any time and from time to time during the Exercise Periodperiod commencing on June 1, 2000 and ending on June 30, 2005, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time Board of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) Directors of the total number of Warrant Shares, and (b) Company shall authorize the Company has not theretofore included within the coverage filing of a registration statement or a post-effective amendment to a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement filed by the Company with the Securities and Exchange Commission ("CommissionStatement") under the Securities Act other than a registration statement on Form S-8 or other form which does not include substantially the same information as would be required in a form for the general registration of 1933, as amended (securities) in connection with the "Act"), which Registration Statement has been declared effective proposed offer of any of its securities by the Commission, at least fifty percent (50%) it or any of the Warrant Sharesits shareholders, the Company will (i) promptly shall prepare notify the Holder and file with each of the Commission a Holders, if any, of other Warrants and/or Warrant Shares that such Subsequent Registration Statement under the Act covering all of will be filed and that the Warrant Shares theretofore issued and which thereafter are then held, and/or which may be issuable acquired upon the exercise of Warrants (providedthe Warrants, that by the audited financial statements to Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement, (ii) include in the securities covered by such Subsequent Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 all Warrant Shares which it has been so requested to include, (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement or to be available sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale of Warrant Shares from time or other disposition. The Holders rights hereunder shall be subject to time during such period the Holder's compliance with the conditions or restrictions, including without limitation, lock-ups, required by the holders thereof in ordinary brokerage transactions an underwriter (in the over- thecase of an underwritten offering) and any restrictions or lock-counter market or on any national securities exchange on which ups required by an existing shareholder (in the Common Stock is then listed. The right case of an amendment to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion onlycurrently effective registration statement). The Holder's rights under this Section 5.1 hereunder shall expire and terminate at the earlier of be limited to one (a1) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (registration. b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement or a post-effective amendment to a registration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act Act, (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable best efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 c) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares or other action pursuant to the provisions of this Section 5, except other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the HolderShares. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the d) The Company will indemnify the Holders of Warrant Shares which are included in each Subsequent Registration Statement substantially to the same extent as the Company has indemnified the underwriters (the "Underwriters") of its public offering of Common Stock pursuant to the Underwriting Agreement and hold harmless such Holders will indemnify the Holder Company (and each other entity or personthe underwriters, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities applicable) with respect to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions information furnished by them in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable writing to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action inclusion therein substantially to the same extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by as the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless Underwriters have indemnified the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, (a) If at any time during commencing two years after the Exercise Perioddate of this agreement purchaser, by written notice to the company, requests registration of not less than 1,000 shares of stock held by purchaser, the Company receives a written request from the Holder (whether or not the Holder theretofore company shall have exercised this Warrant in whole or in part)set forth, prepare, and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended 1933 (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file including a prospectus appropriate for use in connection with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included sale as stated in such Registration Statement shall be the year-end financial statements customarily included in the Companypurchaser's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act")notice, and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement the registration statement to become effective effective, the preparation, filing, and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary or appropriate to cause the prospectus included therein effectiveness to be available for accomplished as promptly as reasonably practicable. In connection with the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statementregistration statement, the Company company shall (a) furnish effect the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares filings under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those state "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iii) as purchaser requests and take such other actions action as may be purchaser reasonably necessary or advisable requests to enable such Holder(s) and such underwriters to consummate facilitate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(sof the shares. The obligations of the company under this paragraph 8 shall be subject to the following conditions: (1) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company The company shall not be required to qualify as file any registration statement within 12 months after the effective date of any previous registration statement requested by purchaser nor to keep any registration statement in effect for a foreign corporation or broker-dealer in any jurisdiction or to file period exceeding six months. (2) If at the time of request the company (A) has filed a consent to service registration statement for an underwritten ,public offering of process in any jurisdiction in any action other than one arising out stock exclusively for the account of the company or (B) has engaged in serious discussions with underwriters for the offering and a registration statement is to be filed within 60 days for the offering ("pending registration"), the company may defer the filing of any registration statement requested by purchaser for a period not exceeding 180 days after the date of request or, if it does not exercise the right, may delay the effectiveness of the registration statement for a period not exceeding 90 days from the effective date of the pending registration, provided the managing underwriter determines and advises purchaser in writing that the filing or effectiveness of the registration statement requested could be materially prejudicial to the company's offering. (b) It is not intended that there be any limit on the number of registrations purchaser may request under paragraph 9(a); however, the company shall pay only the expenses relating to the first two registration statements requested. The expenses shall include, without limitation, all legal and accounting fees and expenses, filing fees, printing costs and all other expenses, except the fees of purchaser's own counsel and any underwriting discounts or commissions in connection with the sale of the Warrant Shares. 5.3 The Company shares. Purchaser shall pay all expenses in connection with any additional registration statement requested under paragraph 8(a), except expenses (such as accounting expenses for the company's annual financial statements) which the company would have incurred irrespective of the request. Neither the company nor purchaser shall impose any charge for the services of its own personnel in connection with any registration of stock requested. (c) Purchaser shall provide the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are company all information required to be paid included in the registration statement concerning purchaser and the offering of shares by the Holderpurchaser. Further, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder purchaser shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or personcompany, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, and directors and any person who controls the Company (within the meaning of the Act or Act) the Exchange Act, and each agent for the Company against any company from all losses, claimsliabilities, damages, or liabilities to which the Company or any such directorand expenses (including reasonable attorneys' fees) caused by, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise arising out of, or are based upon, upon any untrue statement or alleged untrue statement of a material fact contained in such Registration Statementthe registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements theretorelated prospectus, or arise out of, or are based upon, the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wishthe losses, jointly with liabilities, damages, or expenses resulted from any other indemnifying party similarly notified, to assume the defense thereof, subject untrue statement or omission contained in information furnished in writing to the provisions herein statedcompany by purchaser expressly for inclusion in the registration statement. (d) The company shall indemnify and hold harmless the purchaser, with counsel reasonably satisfactory its officers, directors, and underwriters and any person who controls (within the meaning of the Act) the purchaser or any underwriter from all losses, liabilities, damages, and expenses (including reasonable attorneys' fees) caused by, arising out of, or based upon any untrue statement of a material fact contained in the registration statement, or any related prospectus, or any omission of a material fact required or necessary to make the statements not misleading except to the Indemnified Partyextent that the losses, and after notice liabilities, damages, or expenses resulted from the indemnifying party any untrue statement or omission contained in information furnished in writing to the Indemnified Party of its election so company by purchaser expressly for inclusion in the registration statement. (e) The company shall furnish to assume the defense thereofpurchaser and purchaser's underwriters, if any, the indemnifying party will not be liable to the Indemnified Party number of copies of any prospectus which is a part of any registration statement filed under this Section 5.4 for any legal agreement as purchaser or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. underwriters reasonably request. (f) The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties company shall not, except with purchaser's written approval, include in connection with any one such action registration statement filed at purchaser's request under this paragraph or separate, but substantially similar or related actions in any registration statement that will become effective within 90 days after the same jurisdiction arising out effective date of the same general allegations registration statement, any other offering or circumstancessale of shares by shareholders of the company, if in purchaser's judgment or the judgment of any managing underwriter of purchaser's offering, the inclusion could be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or partiesmaterially prejudicial to purchaser's offering.

Registration Under Securities Act of 1933. 5.1 Subject (a) The Company agrees that if, on one occasion during the period commencing on September 1, 1994, and ending on the earlier to occur of the terms second anniversary of the exercise of this Warrant or September 1, 2000, the Holder and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold, in the aggregate, not less than 50% of the sum of (i) the number of Warrant Shares subject to then outstanding Warrants and (ii) Warrant Shares outstanding at such time and not previously sold pursuant to this Section 5, if, at any time during the Exercise Period, request that the Company receives file a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all or any of the Warrant Shares theretofore issued (but not less than 75,000 Warrant Shares) the Company will (i) promptly notify the Holder and all other registered Holders, if any, of other Warrant and/or Warrant Shares that such registration statement will be filed and that the Warrant Shares which thereafter are then held, and/or which may be issuable acquired upon the exercise of Warrants (providedWarrants, that by the audited financial statements to Holder and such Holders will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holders' request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective as soon as practicable and to remain effective and current with respect until such time as an amendment is required to be filed pursuant to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements provisions of Section 10 10(a)(3) of the Act, provided, however, that if such registration statement is on a registration form that may be kept current be means of incorporating by reference periodic reports filed by the Company under Section 13 of the Securities Exchange Act of 1934, two years from the effective date of such registration statement, and (iv) and shall subject to Subsection 5(c) below use its best efforts to take all other action necessary under any Federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such registration statement to be available sold or otherwise disposed of and (c) subject to Subsection 5(a)(iii), use its best efforts to maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale of Warrant Shares or other disposition. (b) The Company agrees that if, at any time and from time to time during such the period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or commencing on any national securities exchange September 1, 1994 and ending on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as occur of the date second anniversary of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant or September 1, 2000, the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being sometimes hereinafter called a "Subsequent Registration Statement") under the Act (otherwise than pursuant to Subsection 5(a) hereof and otherwise than in connection with mergers, acquisitions, exchange offers or recapitalizations on Form S-4 (or a successor form thereto), subscription offers, dividend reinvestment plans and stock option or other employee benefit plans) in connection with the proposed offer of any of its securities by it or any of its shareholders, the Company will (i) promptly notify the Holder and all other registered Holders, if any, of other Warrants and/or Warrant Shares that such Subsequent Registration Statement will be filed and that the Warrant Shares which are then held, and/or which may be acquired upon the exercise of the Warrants, by the Holder, or (b) upon a Holder and such Holders will be included in such Subsequent Registration Statement being declared at the Holder's and such Holders' request, (ii) use its best efforts to cause such Subsequent Registration Statement to cover all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such Subsequent Registration Statement to cover all Warrant Shares which it has be so requested to include, (iii) use its best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current until such time as an amendment is required to be filed pursuant to the provisions of Section 10(a)(3) of the Act, provided, however, that if such registration statement is on a registration form that may be kept current by means of incorporating by reference periodic reports filed by the Commission Company under Section 13 of the Securities Exchange Act of 1934, two years from the effective date of such registration statement, and (iv) subject to Subsection 5(a)(iii), use its best efforts to take all other action necessary under any Federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in which such Subsequent Registration Statement to be sold or otherwise disposed of and will use its best efforts to maintain such compliance with each such Federal and state law and regulation of any governmental authority for the Company has included at least fifty percent (50%period necessary for the Holder and such holders to effect the proposed sale or other disposition. Notwithstanding anything to the contrary in this Subsection 5(b), if any such Subsequent Registration Statement relates to an underwritten offering and the managing underwriter(s) of such offering advises in writing that in its opinion the inclusion in such Subsequent Registration Statement of any of the Warrant Shares within exceeds the coverage number of securities that can be sold in such offering or could materially and adversely affect the price that could be obtained in such offering, then the number of Warrant Shares to be included in such Subsequent Registration Statement shall be reduced on a pro rata basis amount among the Warrant Shares proposed to be included in such Subsequent Registration Statement and all other securities proposed to be sold in the offering to such number that such managing underwriter(s) advises could be included in such underwriting without interfering with the successful marketing of the securities otherwise proposed to be sold in the offering. Furthermore, it shall be a condition to participation in any underwritten offering that a holder of the Warrant Shares who elects to participate in the Subsequent Registration Statement execute and deliver an Underwriting Agreement with the proposed underwriters of such Registration Statementoffering. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable efforts best effort to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided, however, sold provided that the Company shall not be required to qualify as a foreign corporation or broker-dealer generally to do business in any jurisdiction or where it would not otherwise be required to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Sharesqualify but for this Subsection 5(c). 5.3 (d) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares or other action pursuant to the provisions of this Section 5Section, except including up to $25,000 of attorneys' fees and expenses for one counsel representing the Holder(s) of the Warrant Shares covered by such registration statement incurred in connection with such registration or other action other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the Warrant Shares. (e) The Per Share Market Price of Common Stock shall mean the price of a share of Common Stock on the relevant date, determined on the basis of (i) the last reported sale price of the Warrant Shares are to be paid Common Stock as reported on the NASDAQ National Market System ("NASDAQ") or, if there is no such reported sale on the day in question, on the basis of the average of the closing bid and asked quotations as so reported, or, (ii) if the Common Stock is not listed on NASDAQ, the last reported sale price of the Common Stock on such national securities exchange upon which the Common Stock is listed, or, (iii) if neither (i) nor (ii) is applicable, on the basis of the average of the closing bid and asked quotations on the day in question in the over-the-counter market as reported by the HolderNational Association of Securities Dealers' Automated Quotations System, andor if not so quoted, should the Holder elect to be separately represented as reported by counselNational Quotation Bureau, the fees and disbursements payable to such counsel for the Holder shall be paid by the HolderIncorporated or similar organization. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided (f) Notwithstanding anything in this Section 5.4, 5 to the contrary: the Company shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by it and shall not be obligated to keep an effective registration statement current (i) to the extent permitted by law, and during such time as is reasonably necessary to prepare the financial statements of the Company will indemnify and hold harmless for the Holder and each other entity fiscal period most recently ended prior to such written request or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated thereinincluded with respect to another entity by reason of an acquisition or otherwise, or necessary (ii) for a period of up to make 90 days if the statements therein not misleading or arise out Company would be required to disclose in such registration statement the existence of any violation fact relating to a material business situation, transaction or negotiation not otherwise publicly disclosed (which right to postpone registration shall terminate upon the public disclosure by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses existence of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (afact) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.and

Registration Under Securities Act of 1933. 5.1 Subject (a) The Company agrees that if, at any times and from time to time during the terms period ending on September 8, 2002 the Holder and/or the holders of any other Warrants and/or Warrant Shares who or which shall hold not less than 50% of the Warrants and/or Warrant Shares outstanding at such time not previously sold pursuant to this Section 5, if, at any time during the Exercise Period, request that the Company receives file a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended 1933 (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) covering all or any of the Warrant Shares, the Company will (i) promptly shall prepare notify the Holder and file with the Commission a Registration Statement under the Act covering all other registered holders, if any, of other Warrants and/or Warrant Shares that such registration statement will be filed and that the Warrant Shares theretofore issued and which thereafter are then held, and/or which may be issuable acquired upon the exercise of Warrants (providedWarrants, that by the audited financial statements to Holder and such holders will be included in such registration statement at the Holder's and such holder's request (ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and to remain effective and current and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period of necessary for the Holder and such holders to effect the proposed sale or other disposition. (b) The Company agrees that if, at any time and from time to time Board of Directors of the Company shall authorize the filing of registration statement (any such registration statement being sometimes hereinafter called a "Subsequent Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K ") under the Securities Exchange Act (otherwise than pursuant to 5(a) hereof) in connection with the proposed offer to any of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement its securities by it or any of a fiscal year of the Companyits shareholders, the Company may delay will (i) promptly notify the preparation Holder and filing all other registered holder, if any, of other Warrants and/or Warrant Shares that such Subsequent Registration Statement for a period will be filed and the Warrant Shares which are then held, and/or which may be acquired upon the exercise of not more than ninety (90) days following the commencement of Warrants, by the Holder and such fiscal year in order to prepare and include Holders will be included in such Subsequent Registration Statement audited financial statements for at the immediately preceding fiscal year)Holder's and such holder's request, shall use its reasonable efforts (ii) cause such Subsequent Registration Statement to cover all Warrant Shares which it has been so requested to include, (iii) cause such Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one and (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of governmental authority for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as necessary for the Holder shall receive from counsel for and such holders to effect the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, proposed sale or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementother disposition. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Subsequent Registration StatementStatement or in a registration statement pursuant to 5(a) hereof, the Company shall (ai) furnish the Holder each holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder holder or each such underwriter may reasonably request), as such Holder(srequest ) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable best efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent extend applicable) of such jurisdiction or jurisdictions which jurisdiction as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions jurisdiction in which such Holder(s) holders shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant SharesSold. 5.3 (d) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares or other action pursuant to the provisions provision of this Section 5, except including the attorney's fees and expenses of the holders(s) of the Warrant Shares covered by such registration incurred in connection with such registration or other action other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the HolderWarrants Shares. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on _________,1997 and ending on _________,2002, the Company receives a written request from (i) the Holder (whether and/or the Holders of any other Warrants and/or Warrant Shares who or which shall hold, collectively, not less than 50% of the Holder theretofore shall have exercised this Warrants and/or Warrant in whole or in part), Shares outstanding at such time and provided that (a) at the time of such request the Holder is the owner of, and/or has the right not previously sold pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) Section 5 shall request that the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (covering not less than 50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all % of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants, and not so previously sold, the Company will (i) promptly notify each Holder of the Warrants (provided, and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such Registration Statement shall be registration statement at the year-end financial statements customarily included in the CompanyHolder's Annual Report on Form 10-K under the Securities Exchange Act of 1934 and such Holders' request, (the "Exchange Act")ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, and provided further, that, if the request for registration is received within three (3iii) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall use its reasonable best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for such Holders to effect the proposed sale or other disposition. The Company shall be required to effect a registration or qualification pursuant to this Section 5(a) on one occasion only. (b) The Company agrees that if, at any time and from time to time during the period commencing __________,1997 and ending on ___________,2004, the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement") under the Act (otherwise than pursuant to Section 5(a) hereof, and other than a registration statement on Form S-8 or other form which does not permit secondary sales or include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify the Holder and each of the Holders, if any, of other Warrants and/or Warrant Shares not previously sold pursuant to this Section 5 that such Subsequent Registration Statement will be filed and that the Warrant Shares which are then held, and/or which may be acquired upon the exercise of the Warrants, by the Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement, (ii) upon the written request of a Holder made within 20 days after the giving of such notice by the Company, include in the securities covered by such Subsequent Registration Statement all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as necessary for the Holder shall receive from counsel for and such Holders to effect the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, proposed sale or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statementother disposition. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement or a post-effective amendment to a registration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable efforts best effort to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer including entering into an underwriting agreement in any jurisdiction or to file a consent to service customary form for transactions of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Sharesthis nature. 5.3 (d) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares or other action pursuant to the provisions of this Section 5, except including attorneys' fees and expenses of the Holder(s) of the Warrant Shares covered by such registration incurred in connection with such registration or other action, other than underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, (a) The Company agrees that if, at any time during the Exercise Periodperiod commencing on _________, 1998 and ending on _________, 2002, the Company receives a written request from Holders of any Warrants and Warrant Shares who or which shall hold, collectively, more than 50% of the Holder (whether or Warrants and Warrant Shares outstanding at such time and not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right previously sold pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) Section 5 shall request that the Company has not theretofore included within the coverage of file a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") registration statement under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (covering more than 50%) of the Warrant Shares, the Company promptly shall prepare and file with the Commission a Registration Statement under the Act covering all % of the Warrant Shares theretofore issued and which thereafter may be or issuable upon the exercise of the Warrants, and not so previously sold, the Company will (i) promptly notify each Holder of the Warrants (provided, and each holder of Warrant Shares not so previously sold that such registration statement will be filed and that the audited financial statements to Warrant Shares which are then held, or which may be acquired upon exercise of the Warrants by the Holder and such Holders, will be included in such Registration Statement shall registration statement at the Holder's and such Holders' request, (ii) cause such registration statement to cover all Warrant Shares which it has been so requested to include, (iii) use its best efforts to cause such registration statement to become effective as soon as practicable and (iv) take all other action necessary under any federal or state law or regulation of any governmental authority to permit all Warrant Shares which it has been so requested to include in such registration statement to be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act")sold or otherwise disposed of, and provided furtherwill maintain such compliance with each such federal and state law and regulation of any governmental authority for the period, thatnot to exceed twelve months, necessary for such Holders to effect the proposed sale or other disposition; provided, however, if the any request for registration to register Warrant Shares pursuant to this Section 5.1 is received made within three ninety (390) months prior to the commencement days after effectiveness of a fiscal year registration statement of the CompanyCompany pursuant to which the Company has offered Common Stock, the Company may delay such request and may treat such request as if made on the preparation ninetieth (90th) day after such registration statement's date of effectiveness by providing notice of such delay to the requesting Holders. The Company shall be required to effect a registration or qualification pursuant to this Section 5(a) on one occasion only. (b) The Company agrees that if, at any time and from time to time during the period commencing __________, 1998 and ending on ___________, 2004, the Board of Directors of the Company shall authorize the filing of a registration statement (any such registration statement being hereinafter called a "Subsequent Registration Statement") under the Act (otherwise than pursuant to Section 5(a) hereof, or other than a registration statement on Form S-8 or other form which does not permit secondary sales or include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by it or any of its stockholders, the Company will (i) promptly notify each Holder of Warrants and Warrant Shares that such Subsequent Registration Statement for will be filed and that the Warrant Shares which are then held, and which may be acquired upon the exercise of the Warrants, by the Holder and such Holders, will, at the Holder's and such Holders' request, be included in such Subsequent Registration Statement, (ii) upon the written request of a period of not more than ninety (90) Holder made within 20 days following after the commencement giving of such fiscal year in order to prepare and notice by the Company, include in the securities covered by such Subsequent Registration Statement audited financial statements for the immediately preceding fiscal year)all Warrant Shares which it has been so requested to include, shall (iii) use its reasonable best efforts to cause such Subsequent Registration Statement to become effective as soon as practicable and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1iv) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act) and shall take all other action necessary under any federal or appropriate state law or regulation of any governmental authority to cause the prospectus included therein permit all Warrant Shares which it has been so requested to include in such Subsequent Registration Statement to be available sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any governmental authority for the period necessary for the Holder and such Holders to effect the proposed sale of or other disposition. The Holders whose Warrant Shares from time to time during such period by the holders thereof are included in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 Section 5(b) shall provide the Company, upon request, information with respect to such Holder as is reasonably necessary to be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) included in such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Subsequent Registration Statement. 5.2 (c) Whenever the Company includes is required pursuant to the provisions of this Section 5 to include Warrant Shares in a Registration Statementregistration statement or a post-effective amendment to a registration statement, the Company shall (ai) furnish the each Holder of any such Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current the prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate facilitate the offer and sale or distribution of the Warrant Shares included in such Registration Statement; Shares, (bii) use its reasonable efforts best effort to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or laws (to the extent applicable) of such jurisdiction or jurisdictions which as the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify Holders of any such Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification and each underwriter of Warrant Shares in being sold by such state; and, Holders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) Holders and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) Holders shall have reasonably requested that the Warrant Shares be sold, including entering into an underwriting agreement in customary form for transactions of this nature. (d) In the event the managing underwriter for any public offering including Warrant Shares pursuant to Section 5(b) advises the Company in writing that the inclusion of all or any portion of such Warrant Shares in the offering would be detrimental to the offering, such Warrant Shares shall not be included in the Subsequent Registration Statement; provided, however, that (i) if any securities held by Jamex X. Xxxxxx xx his immediate family members (including Mr. Xxxxxx'x xxxe, parents, siblings, children, spouses and children of his siblings and children) are to be included in the Company Subsequent Registration Statement such securities shall not be required to qualify as a foreign corporation or broker-dealer in excluded from the offering before any jurisdiction or to file a consent to service of process in Warrant Shares are excluded from the offering and (ii) if any jurisdiction in securities held by any action person other than one arising out of the offering or sale of persons described in 5(d)(i) above with similar registration rights are to be included in the Subsequent Registration Statement, the Warrant SharesShares which have been requested to be so included shall be included on a pro rata basis. 5.3 (e) The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares statement or other action pursuant to the provisions of this Section 5, except including reasonable out-of-pocket expenses of the Holder(s) of the Warrant Shares covered by such registration incurred in connection with such registration or other action, other than (i) underwriting discounts, brokerage commissions, discounts and applicable insurance and transfer taxes relating to the sale Warrant Shares and (ii) attorney's fees of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the HolderHolders. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.

Registration Under Securities Act of 1933. 5.1 Subject to the terms of this Section 5, if, at any time during the Exercise Period, the Company receives a written request from the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (a) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing at least fifty percent (50%) of the total number of Warrant Shares, and (b) the Company has not theretofore included within the coverage of a Registration Statement filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended (the "Act"), which Registration Statement has been declared effective by the Commission, at least fifty percent (50%) of the Warrant Shares, the Company shall (x) prepare promptly shall prepare and file with the Commission a Registration Statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of Warrants (provided, that the audited financial statements to be included in such Registration Statement shall be the year-end financial statements customarily included in the Company's Annual Report on Form 10-K under the Securities Exchange Act of 1934 (the "Exchange Act"), and provided further, that, if the request for registration is received within three (3) months prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such Registration Statement for a period of not more than ninety (90) days following the commencement of such fiscal year in order to prepare and include in such Registration Statement audited financial statements for the immediately preceding fiscal year), shall (y) use its reasonable efforts to cause such Registration Statement to become effective and to remain effective and current with respect to the Warrant Shares for an aggregate period of one (1) year (exclusive of any period during which the prospectus included therein shall not meet the requirements of Section 10 of the Act); and (z) and shall take all other action necessary or appropriate to cause the prospectus included therein to be available for the sale of Warrant Shares from time to time during such period by the holders thereof in ordinary brokerage transactions in the over- the-counter market or on any national securities exchange on which the Common Stock is then listed. The right to demand the filing of a Registration Statement pursuant to this subsection 5.1 shall be exercisable on one (1) occasion only. The Holder's rights under this Section 5.1 shall expire and terminate at the earlier of (a) such time as the Holder shall receive from counsel for the Company a written opinion of such counsel that the Holder has the right, pursuant to Rule 144 promulgated under the Act, to sell as of the date of such opinion, any portion of the Warrant Shares then held and/or purchasable upon the exercise of this Warrant by the Holder, or (b) upon a Registration Statement being declared effective by the Commission in which the Company has included at least fifty percent (50%) of the Warrant Shares within the coverage of such Registration Statement. 5.2 Whenever the Company includes Warrant Shares in a Registration Statement, the Company shall (a) furnish the Holder of Warrant Shares included in such Registration Statement and each underwriter of such Warrant Shares with such copies of a current prospectus, including the preliminary prospectus, conforming to the requirements of Section 10 of the Act (and such other documents as each such Holder or each such underwriter may reasonably request), as such Holder(s) and underwriter(s) may reasonably require in order to effectuate the offer and sale of the Warrant Shares included in such Registration Statement; (b) use its reasonable efforts to register or qualify such Warrant Shares under the blue sky laws (to the extent applicable) of such jurisdiction or jurisdictions which the Company deems appropriate or necessary, provided, however, that the Company shall not be obligated to register or qualify any Warrant Shares under those "blue sky" securities laws which the Company deems are unduly burdensome in connection with such registration or qualification of Warrant Shares in such state; and, (iiic) take such other actions as may be reasonably necessary or advisable to enable such Holder(s) and such underwriters to consummate the sale or distribution in such jurisdiction or jurisdictions in which such Holder(s) shall have reasonably requested that the Warrant Shares be sold; provided, however, that the Company shall not be required to qualify as a foreign corporation or broker-dealer in any jurisdiction or to file a consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Warrant Shares. 5.3 The Company shall pay all expenses incurred in connection with any registration of the Warrant Shares pursuant to the provisions of this Section 5, except underwriting discounts, brokerage commissions, and applicable insurance and transfer taxes relating to the sale of the Warrant Shares are to be paid by the Holder, and, should the Holder elect to be separately represented by counsel, the fees and disbursements payable to such counsel for the Holder shall be paid by the Holder. 5.4 In the event the Company includes any Warrant Shares in a Registration Statement filed by the Company with the Commission: 5.4.1 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (collectively, the "Controlling Party"), against any losses, claims, damages or liabilities to which the Holder or the Controlling Party may become subject under the Act, insofar as such losses, claims, damage or liabilities (or actions in respect thereof) arise out of, or are based on, any untrue or alleged untrue statement of any material fact contained in such Registration Statement registering the Warrant Shares filed by the Company with the Commission, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; provided, however, that the indemnity agreement contained in this Section 5.4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished expressly for use in connection with such Registration Statement by the Holder, any underwriter or Controlling Party thereof. 5.4.2 Except as otherwise provided in this Section 5.4, to the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent for the Company against any losses, claims, damages, or liabilities to which the Company or any such director, officer, controlling person, agent, or underwriter may become subject under the Act, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, preliminary or final prospectus or amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished by, or on behalf of, the Holder for use in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this section 5.4.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and that the obligation of the Holder hereunder shall be limited to an amount equal to the proceeds to the Holder of Warrant Shares sold pursuant thereto. 5.4.3 Promptly after Upon receipt by a person entitled to indemnification pursuant to this Section 5.4 (an "Indemnified Party") of notice of the commencement of any action, the Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5.4, notify promptly in writing the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it the indemnifying party from any liability which it may have to the Indemnified Party otherwise than under this Section. In case any such claim or action is brought against an Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to the Indemnified Party, and after notice from the indemnifying party to the Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to the Indemnified Party under this Section 5.4 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party, except that the indemnifying party shall pay such reasonable fees and expenses of such counsel only in the event that (a) the employment of such counsel has been specifically authorized in writing by the indemnifying party and the indemnifying party has agreed, in writing, to pay such fees and expenses, or (b) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the indemnifying party and the Indemnified Party has been advised by counsel for the indemnifying party that there are defenses available to it or them that the indemnifying party or its counsel refuses to accept or counsel for the indemnifying party reasonably determines that there may be a conflict between the position of the indemnifying party and the Indemnified Party in conducting the defense of such action, then counsel for the Indemnified Party (at the indemnifying party's expense) shall be entitled to conduct only that part of the Indemnified Party's or parties' defense that counsel for the indemnifying party declines to, or cannot, conduct because of the foregoing reasons, it being understood, however, that the indemnifying party or parties shall not, in connection with any one such action or separate, but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one (1) separate firm of attorneys for all such Indemnified Party or parties.