Common use of The Registration Requirements Clause in Contracts

The Registration Requirements. The Company shall file as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Date, and use its diligent best efforts to cause to become effective, as promptly as possible and in any event by the ninetieth (90th) calendar day after the First Closing Date in the case of the registration of the Underlying Stock and the Warrant Stock, a registration statement on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Underlying Stock issuable on conversion of the Debentures and the resale of the Warrant Stock issuable upon the exercise of the Warrants, and shall take all action necessary to qualify the Underlying Stock and the Warrant Stock under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder for purposes of maximizing the proceeds realizable by the Holder from such sale and distribution. Such best efforts by the Company shall include, without limitation, the following: (a) The Company shall file (i) registration statements with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act and the Company shall use its best efforts to qualify for the use of such Form (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so to be registered (each, a "Registration Statement"); (ii) such blue sky filings as shall be reasonably requested to permit such sales PROVIDED, HOWEVER, that the Company shall not be required to register the Registrable Securities in any jurisdiction that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject or require the Company to qualify to do business in any jurisdiction where it is not then so qualified; and (iii) any required filings with the National Association of Securities Dealers, Inc. ("NASD") or exchange where the Shares are traded; all as soon as practicable after the date hereof. The Company shall use its best efforts to have the Registration Statements and other filings declared effective as soon thereafter as may be practicable. (b) The Company shall enter into such customary agreements (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not the Registrable Securities are to be sold in an underwritten offering, the Company shall: (i) make such representations and warranties to the Holder and the underwriter or underwriters, if any, in form and substance and scope as are customarily made by issuers to underwriters in secondary underwritten offerings: (ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, opinions of counsel to the Company, dated the effective day (or in the case of an underwritten offering, dated the date of delivery of any Registrable Securities sold pursuant thereto) of the applicable registration statement (which counsel, and opinions (in form, scope and substance), shall be reasonably satisfactory to the managing underwriter or underwriters, if any, and the appointed representative or counsel of the Holder, addressed to the Holder and each underwriter, if any, covering the matters customarily covered in opinions requested in secondary underwritten offerings and, in the case of any underwritten offering, such other matters as may be reasonably requested by the Holder; (iii) cause to be delivered, immediately prior to the effectiveness of the applicable Registration Statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), letters from the Company's independent certified public accountants addressed to the Holder and each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with secondary underwritten public offerings; (iv) if an underwriting agreement is entered into, cause the same to set forth indemnification and contribution provisions and procedures which are no less favorable to the Holder and the Company than those contemplated by sections 9 and 10 with respect to all parties to be indemnified pursuant to such sections; (v) deliver such documents and certificates as may be reasonably requested by the Holder of the Registrable Securities being sold or the managing underwriter or underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by the Company; the foregoing in this paragraph 2(b) shall be done at each closing under any such underwriting or similar agreement or as and to the extent required thereunder; provided, however, the foregoing in paragraph 2(b) shall not be required on more than two (2) occasions. (c) The Company shall make available for inspection and review by the Holder, a representative or representatives of the Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Holder or underwriter, any such registration statement or amendment or supplement or any blue sky, NASD or other filing, all financial and other records, pertinent corporate documents and properties of the Company as they may reasonably request for the purpose, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; PROVIDED, HOWEVER, that the Holder shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by the Holder and that the Holder will use reasonable efforts to cause its representatives and such other persons so to keep such information confidential, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to Federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person, (iv) such information becomes available to any such person from a source other than the Company and such source, to the knowledge of such persons, is not bound by a confidentiality agreement with the Company, or (v) such information was known to or is developed by such persons without reference to such confidential information of the Company.

The Registration Requirements. The Company shall file as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Date, and use its diligent best efforts to cause to become effective, as promptly as possible and in any event by the ninetieth (90th) calendar day after the First Closing Date in the case of the registration of the Underlying Stock and the Warrant Stock, a registration statement on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Underlying Stock issuable on conversion of the Debentures and the resale of the Warrant Stock issuable upon the exercise of the Warrants, and shall take all action necessary to qualify the Underlying Stock and the Warrant Stock under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder for purposes of maximizing the proceeds realizable by the Holder from such sale and distribution. Such best efforts by the Company shall include, without limitation, the following: (a) The Company shall file (i) registration statements with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act and the Company shall use its best efforts to qualify for the use of such Form (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so to be registered (each, a "Registration Statement"); (ii) such blue sky filings as shall be reasonably requested to permit such sales PROVIDED, HOWEVER, that the Company shall not be required to register the Registrable Securities in any jurisdiction that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject or require the Company to qualify to do business in any jurisdiction where it is not then so qualified; and (iii) any required filings with the National Association of Securities Dealers, Inc. ("NASD") or exchange where the Shares are traded; all as soon as practicable after the date hereof. The Company shall use its best efforts to have the Registration Statements and other filings declared effective as soon thereafter as may be practicable. (b) The Company shall enter into such customary agreements (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not the Registrable Securities are to be sold in an underwritten offering, the Company shall: (i) make such representations and warranties to the Holder and the underwriter or underwriters, if any, in form and substance and scope as are customarily made by issuers to underwriters in secondary underwritten offerings: : (ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, opinions of counsel to the Company, dated the effective day (or in the case of an underwritten offering, dated the date of delivery of any Registrable Securities sold pursuant thereto) of the applicable registration statement (which counsel, and opinions (in form, scope and substance), shall be reasonably satisfactory to the managing underwriter or underwriters, if any, and the appointed representative or counsel of the Holder, addressed to the Holder and each underwriter, if any, covering the matters customarily covered in opinions requested in secondary underwritten offerings and, in the case of any underwritten offering, such other matters as may be reasonably requested by the Holder; ; (iii) cause to be delivered, immediately prior to the effectiveness of the applicable Registration Statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), letters from the Company's independent certified public accountants addressed to the Holder and each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with secondary underwritten public offerings; ; (iv) if an underwriting agreement is entered into, cause the same to set forth indemnification and contribution provisions and procedures which are no less favorable to the Holder and the Company than those contemplated by sections 9 and 10 with respect to all parties to be indemnified pursuant to such sections; (v) deliver such documents and certificates as may be reasonably requested by the Holder of the Registrable Securities being sold or the managing underwriter or underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by the Company; the foregoing in this paragraph 2(b) shall be done at each closing under any such underwriting or similar agreement or as and to the extent required thereunder; provided, however, the foregoing in paragraph 2(b) shall not be required on more than two (2) occasions.; (c) The Company shall make available for inspection and review by the Holder, a representative or representatives of the Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Holder or underwriter, any such registration statement or amendment or supplement or any blue sky, NASD or other filing, all financial and other records, pertinent corporate documents and properties of the Company as they may reasonably request for the purpose, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; PROVIDED, HOWEVER, that the Holder shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by the Holder and that the Holder will use reasonable efforts to cause its representatives and such other persons so to keep such information confidential, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to Federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person, (iv) such information becomes available to any such person from a source other than the Company and such source, to the knowledge of such persons, is not bound by a confidentiality agreement with the Company, or (v) such information was known to or is developed by such persons without reference to such confidential information of the Company.

The Registration Requirements. The If and when requested by the Holders holding in the aggregate at least 30% of the Registrable Securities then held by the Holders, but not before October 31, 1998, the Company shall file as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Datefile, and use its diligent reasonable best efforts to cause to become effective, as promptly as possible and in any no event by the ninetieth (90th) calendar day later than 60 days after the First Closing Date in the case date of the registration of the Underlying Stock and the Warrant Stocksuch request, a registration statement on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form one or more Registration Statements covering the resale of the Underlying Stock issuable on conversion of the Debentures and the resale of the Warrant Stock issuable upon the exercise of the Warrants, Registrable Securities and shall take all action necessary to qualify the Underlying Stock and the Warrant Stock Registrable Securities under state "blue sky" laws as hereinafter provided; PROVIDED, HOWEVER, that the Company shall not be required to effect such registrations on more than two separate occasions. The Company shall use its diligent reasonable best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder for purposes of maximizing the proceeds realizable by the Holder from such sale and distribution. Such reasonable best efforts by the Company shall include, without limitation, the following: (a) The Company shall file (i) registration statements Registration Statements with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under registering the Registrable Securities Act for public sale and the Company shall use its reasonable best efforts to qualify cause such Registration Statements to become and remain effective for the use period of such Form (or time set forth in Section 6 hereof, subject to the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so to be registered (each, a "Registration Statement")provisions of Section 7 hereof; (ii) such blue sky filings as shall be reasonably requested to permit such sales PROVIDED, HOWEVER, that the Company shall not be required to register the Registrable Securities in any jurisdiction that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject or require the Company to qualify to do business in any jurisdiction where it is not then so qualified; and (iii) any required filings with the National Association of Securities Dealers, Inc. ("NASD") or exchange where the Shares Registrable Securities are traded; all as soon as practicable after the date hereofdemand is made pursuant to this Section 2. The Company shall use its reasonable best efforts to have the Registration Statements and other filings declared effective as soon thereafter as may be practicable. (b) The Company shall enter into such customary agreements (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not if the Registrable Securities are to be sold in an underwritten offering, the Company shall: (i) make such representations and warranties to the Holder and the underwriter or underwriters, if any, underwriters in form and substance and scope as are customarily made by issuers to underwriters in secondary underwritten offerings:; (ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, underwriters opinions of general counsel to the Company, dated the effective day (or in the case of an underwritten offering, dated the date of delivery of any Registrable Securities sold pursuant thereto) of the applicable registration statement (Registration Statement, which counsel, counsel and opinions (in form, scope and substance), shall be reasonably satisfactory to the managing underwriter or underwriters, if any, underwriters and the appointed representative or counsel of the Holder, addressed to the Holder and each underwriter, if any, underwriter covering the matters customarily covered in opinions requested in secondary underwritten offerings and, in the case of any underwritten offering, and such other matters as may be reasonably requested by the Holder; (iii) cause to be delivered, immediately prior to the effectiveness of the applicable Registration Statement (and, in the case of an underwritten offering, and at the time of delivery of any Registrable Securities sold pursuant thereto), letters from the Company's independent certified public accountants addressed to the Holder and each underwriter, if any, underwriter stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with secondary underwritten public offerings; (iv) if an underwriting agreement is entered into, use its best efforts to cause the same to set forth indemnification and contribution provisions and procedures which are no less favorable to the Holder and the Company than those contemplated by sections Sections 8 and 9 and 10 of this Registration Rights Agreement with respect to all parties to be indemnified pursuant to such sections;; and (v) deliver such documents and certificates as may be reasonably requested by the Holder of the Registrable Securities being sold or the managing underwriter or underwriters, if any, underwriters to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by the Company; the foregoing in this paragraph Section 2(b) shall be done at each closing under any such underwriting or similar agreement or as and to the extent required thereunder; provided, however, the foregoing in paragraph 2(b) shall not be required on more than two (2) occasions. (c) The Company shall make available for inspection and review by the Holder, a representative or representatives of the Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Holder or underwriter, any such registration statement Registration Statement or amendment or supplement or any blue sky, NASD or other filing, all financial and other records, pertinent corporate documents and properties of the Company Company, as they may reasonably request for the purpose, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; PROVIDED, HOWEVER, that the Holder shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by the Holder and that the Holder will use reasonable efforts to cause its representatives and such other persons so to keep such information confidential, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to Federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Registration Rights Agreement), (iii) such information becomes generally available to the public public, other than as a result of a disclosure or failure to safeguard by any such person, (iv) such information becomes available to any such person from a source other than the Company and such source, to the knowledge of such persons, is not bound by a confidentiality agreement with the Company, or (v) such information was known to or is developed by such persons without reference to such confidential information of the Company.

The Registration Requirements. The Company represents and warrants that it is qualified and eligible to use the registration statement on Form S-3 under the Securities Act. The Company shall file such Registration Statement no later than that date which is thirty days after the date the Company's stockholders approve an increase in the authorized number of shares of Common Stock and/or a reverse stock split so that the Company has sufficient authorized and unissued and unreserved shares of Common Stock to effect a conversion of the Series T Stock (the "Registration Date") and use its best efforts to cause such Registration Statement to become effective as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Date, and use its diligent best efforts to cause to become effective, as promptly as possible and in any event by the ninetieth (90th) calendar day after the First Closing Date in the case of the registration of the Underlying Stock and the Warrant Stock, a registration statement thereafter. Such Registration Statement shall be filed on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Underlying Stock Shares issuable on conversion of the Debentures Preferred Stock and the resale of the Warrant Stock issuable upon the exercise of the Warrants. In addition, and the Company shall take all action necessary to qualify the Underlying Stock and the Warrant Stock Shares under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder Holders for purposes of maximizing the proceeds realizable by the Holder Holders from such sale and distribution. The Company shall distribute copies of the Registration Statement to the Holders promptly after the filing thereof and shall give the Holders no less than ten days after receipt of such Registration Statement the opportunity to provide comments thereto. Such best efforts by the Company shall include, without limitation, the following: (a) The Company shall file (i) a registration statements statement with the Commission SEC pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act and the Company shall use its best efforts to qualify for the use of such Form (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so to be registered (each, a the "Registration Statement"); (ii) such blue sky filings as shall be reasonably requested to permit such sales PROVIDEDsales; provided, HOWEVERhowever, that the Company shall not be required to register the Registrable Securities in any jurisdiction that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject or to require the Company to qualify to do business in any jurisdiction where it is not then so qualified; and (iii) any required filings with the Nasdaq National Association of Securities Dealers, Inc. Market ("NASDNasdaq") or and any exchange where the Shares are traded; , all as soon as practicable after the date hereof. The Company shall use its best efforts to have the such Registration Statements Statement and other filings declared effective as soon thereafter as may be practicable. (b) The Company shall enter into such customary agreements (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other reasonable actions actions, in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, connection whether or not the Registrable Securities are to be sold in an underwritten offering, the Company shall: (i) make such representations and warranties to the Holder Holders and the underwriter or underwriters, if any, in form and substance and scope as are customarily made by issuers to underwriters in secondary underwritten offerings:; (ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, opinions of counsel to the Company, dated the effective day (or in the case of an underwritten offering, dated the date of delivery of any Registrable Securities sold pursuant thereto) of the applicable registration statement (, which counsel, counsel and opinions (in form, scope and substance), ) shall be reasonably satisfactory to the managing underwriter or underwriters, if any, underwriters and the appointed representative or counsel of the HolderHolders, addressed to the Holder Holders and each underwriter, if any: (A) in the case of an underwritten offering, covering the matters customarily covered in opinions requested in secondary underwritten offerings and, offerings; or (B) in the case of any underwritten offeringoffering that is not underwritten, such other matters as may be reasonably requested by covering the Holdereffectiveness of the registration statement; (iii) cause to be delivered, immediately prior to the effectiveness of the applicable Registration Statement (and, in the case of an underwritten offering, cause to be delivered at the time of delivery of any Registrable Securities sold pursuant thereto), letters from the Company's independent certified public accountants addressed to the Holder Holders and each underwriter, if any, underwriter stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with secondary underwritten public offerings; (iv) if an underwriting agreement is entered into, cause the same to set forth indemnification and contribution provisions and procedures which are no less favorable to the Holder Holders and the Company than those contemplated by sections 8 and 9 and 10 hereof with respect to all parties to be indemnified pursuant to such sections; (v) deliver such documents and certificates as may be reasonably requested by the Holder Holders of the Registrable Securities being sold or the managing underwriter or underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by the Company; the foregoing in this paragraph 2(b) shall be done at each closing under any such underwriting or similar agreement or as and to the extent required thereunder; provided, however, the foregoing in paragraph 2(b) shall not be required on more than two (2) occasions.; (c) The Company shall make available for inspection inspection, review and review comment by the Holder, a representative or representatives of the HolderHolders, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Holder Holders or underwriter, any such registration statement or amendment or supplement or any blue sky, NASD Nasdaq or other filing, all financial and other records, pertinent corporate documents and properties of the Company as they may reasonably request for the purpose, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; PROVIDED, HOWEVER, that the Holder shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by the Holder and that the Holder will use reasonable efforts to cause its representatives and such other persons so to keep such information confidential, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to Federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person, (iv) such information becomes available to any such person from a source other than the Company and such source, to the knowledge of such persons, is not bound by a confidentiality agreement with the Company, or (v) such information was known to or is developed by such persons without reference to such confidential information of the Company.

The Registration Requirements. The If and when requested by the Holders holding in the aggregate at least 30% of the Registrable Securities then held by the Holders, but not before August 14, 1999 the Company shall file as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Datefile, and use its diligent reasonable best efforts to cause to become effective, as promptly as possible and in any no event by the ninetieth (90th) calendar day later than 60 days after the First Closing Date in the case date of the registration of the Underlying Stock and the Warrant Stocksuch request, a registration statement on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form one Registration Statement covering the resale of all the Underlying Stock issuable on conversion of Registrable Securities requested by the Debentures and the resale of the Warrant Stock issuable upon the exercise of the Warrants, Holders to be included in such registration and shall take all action necessary to qualify the Underlying Stock and Registrable Securities requested by the Warrant Stock Holders to be included in such registration under state "blue sky" laws as hereinafter provided; PROVIDED, HOWEVER, that the Company shall not be required to effect such registrations on more than one occasion. The Company shall use its diligent reasonable best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder Holders for purposes of maximizing the proceeds realizable by the Holder Holders from such sale and distribution. Such reasonable best efforts by the Company shall include, without limitation, the following: (a) The Company shall file (i) registration statements Registration Statements with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under registering the Registrable Securities Act for public sale and the Company shall use its reasonable best efforts to qualify cause such Registration Statements to become and remain effective for the use period of such Form (or time set forth in Section 6 hereof, subject to the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so to be registered (each, a "Registration Statement")provisions of Section 7 hereof; (ii) such blue sky filings as shall be reasonably requested to permit such sales PROVIDED, HOWEVER, that the Company shall not be required to register the Registrable Securities in any jurisdiction that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject or require the Company to qualify to do business in any jurisdiction where it is not then so qualified; and (iii) any required filings with the National Association of Securities Dealers, Inc. ("NASD") or exchange where the Shares Registrable Securities are traded; all as soon as practicable after the date hereofdemand is made pursuant to this Section 2. The Company shall use its reasonable best efforts to have the Registration Statements and other filings declared effective as soon thereafter as may be practicable. (b) The Company shall enter into such customary agreements (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not if the Registrable Securities are to be sold in an underwritten offering, the Company shall: (i) make such representations and warranties to the Holder Holders and the underwriter or underwriters, if any, underwriters in form and substance and scope as are customarily made by issuers to underwriters in secondary underwritten offerings:; (ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, underwriters opinions of general counsel to the Company, dated the effective day (or in the case of an underwritten offering, dated the date of delivery of any Registrable Securities sold pursuant thereto) of the applicable registration statement (Registration Statement, which counsel, counsel and opinions (in form, scope and substance), shall be reasonably satisfactory to the managing underwriter or underwriters, if any, underwriters and the appointed representative or counsel of the HolderHolders, addressed to the Holder Holders and each underwriter, if any, underwriter covering the matters customarily covered in opinions requested in secondary underwritten offerings and, in the case of any underwritten offering, and such other matters as may be reasonably requested by the HolderHolders; (iii) cause to be delivered, immediately prior to the effectiveness of the applicable Registration Statement (and, in the case of an underwritten offering, and at the time of delivery of any Registrable Securities sold pursuant thereto), letters from the Company's independent certified public accountants addressed to the Holder Holders and each underwriter, if any, underwriter stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with secondary underwritten public offerings; (iv) if an underwriting agreement is entered into, use its best efforts to cause the same to set forth indemnification and contribution provisions and procedures which are no less favorable to the Holder Holders and the Company than those contemplated by sections Sections 8 and 9 and 10 of this Registration Rights Agreement with respect to all parties to be indemnified pursuant to such sections;; and (v) deliver such documents and certificates as may be reasonably requested by the Holder Holders of the Registrable Securities being sold or the managing underwriter or underwriters, if any, underwriters to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by the Company; the foregoing in this paragraph Section 2(b) shall be done at each closing under any such underwriting or similar agreement or as and to the extent required thereunder; provided, however, the foregoing in paragraph 2(b) shall not be required on more than two (2) occasions. (c) The Company shall make available for inspection and review by the HolderHolders, a representative or representatives of the HolderHolders, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Holder Holders or underwriter, any such registration statement Registration Statement or amendment or supplement or any blue sky, NASD or other filing, all financial and other records, pertinent corporate documents and properties of the Company Company, as they may reasonably request for the purpose, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; PROVIDED, HOWEVER, that the Holder Holders shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by the Holder Holders and that the Holder Holders will use reasonable efforts to cause its representatives and such other persons so to keep such information confidential, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to Federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Registration Rights Agreement), (iii) such information becomes generally available to the public public, other than as a result of a disclosure or failure to safeguard by any such person, (iv) such information becomes available to any such person from a source other than the Company and such source, to the knowledge of such persons, is not bound by a confidentiality agreement with the Company, or (v) such information was known to or is developed by such persons without reference to such confidential information of the Company.

The Registration Requirements. The Company represents and warrants ------------------------------- that it is qualified and eligible to use the registration statement on Form S-3 under the Securities Act. The Company shall file as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Date, and use its diligent best efforts to cause to become effective, as promptly as possible and in any event by the ninetieth (90th) 90th calendar day after the First Closing Date in the case of the registration of the Underlying Stock and the Warrant StockDate, a registration statement on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Underlying Stock Shares issuable on conversion of the Debentures Preferred Stock and the resale of the Warrant Stock issuable upon the exercise of the Warrants, Warrants and shall take all action necessary to qualify the Underlying Stock and the Warrant Stock Shares under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-post- effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder for purposes of maximizing the proceeds realizable by the Holder from such sale and distribution. Such best efforts by the Company shall include, without limitation, the following: (a) The Company shall file (i) a registration statements statement with the Commission SEC pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act and the Company shall use its best efforts to qualify for the use of such Form (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so (other than the Registrable Securities issuable upon conversion or exercise or otherwise with respect to the Existing Securities) to be registered (each, a the "Registration Statement"); (ii) such blue sky filings as shall be reasonably requested to permit such sales PROVIDEDsales; provided, HOWEVERhowever, that the -------- ------- Company shall not be required to register the Registrable Securities in any jurisdiction that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject or to require the Company to qualify to do business in any jurisdiction where it is not then so qualified; and (iii) any required filings with the Nasdaq National Association of Securities Dealers, Inc. Market ("NASDNasdaq") or and any exchange where the Shares are traded; , all as soon as practicable after the date hereof. The Company shall use its best efforts to have the such Registration Statements Statement and other filings declared effective as soon thereafter as may be practicable. (b) The Company shall enter into such customary agreements (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other reasonable actions actions, in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, connection whether or not the Registrable Securities are to be sold in an underwritten offering, the Company shall: (i) make such representations and warranties to the Holder and the underwriter or underwriters, if any, in form and substance and scope as are customarily made by issuers to underwriters in secondary underwritten offerings:; (ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, opinions of counsel to the Company, dated the effective day (or in the case of an underwritten offering, dated the date of delivery of any Registrable Securities sold pursuant thereto) of the applicable registration statement (, which counsel, counsel and opinions (in form, scope and substance), ) shall be reasonably satisfactory to the managing underwriter or underwriters, if any, underwriters and the appointed representative or counsel of the Holder, addressed to the Holder and each underwriter, if any: (A) in the case of an underwritten offering, covering the matters customarily covered in opinions requested in secondary underwritten offerings and, offerings; or (B) in the case of any underwritten offeringoffering that is not underwritten, such other matters as may be reasonably requested by covering the Holdereffectiveness of the registration statement; (iii) cause to be delivered, immediately prior to the effectiveness of the applicable Registration Statement (and, in the case of an underwritten offering, cause to be delivered at the time of delivery of any Registrable Securities sold pursuant thereto), letters from the Company's independent certified public accountants addressed to the Holder and each underwriter, if any, underwriter stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with secondary underwritten public offerings; (iv) if an underwriting agreement is entered into, cause the same to set forth indemnification and contribution provisions and procedures which are no less favorable to the Holder and the Company than those contemplated by sections 8 and 9 and 10 hereof with respect to all parties to be indemnified pursuant to such sections; (v) deliver such documents and certificates as may be reasonably requested by the Holder of the Registrable Securities being sold or the managing underwriter or underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by the Company; the foregoing in this paragraph 2(b) shall be done at each closing under any such underwriting or similar agreement or as and to the extent required thereunder; provided, however, the foregoing in paragraph 2(b) shall not be required on more than two (2) occasions.; (c) The Company shall make available for inspection inspection, review and review comment by the Holder, a representative or representatives of the Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Holder or underwriter, any such registration statement or amendment or supplement or any blue sky, NASD Nasdaq or other filing, all financial and other records, pertinent corporate documents and properties of the Company as they may reasonably request for the purpose, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; PROVIDED, HOWEVER, that the Holder shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by the Holder and that the Holder will use reasonable efforts to cause its representatives and such other persons so to keep such information confidential, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to Federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person, (iv) such information becomes available to any such person from a source other than the Company and such source, to the knowledge of such persons, is not bound by a confidentiality agreement with the Company, or (v) such information was known to or is developed by such persons without reference to such confidential information of the Company.

The Registration Requirements. The Company shall file as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Date, and use its diligent best efforts to cause to become effective, as promptly as possible and in any event by the ninetieth (90th) calendar day after the First Closing Date in the case of the registration of the Underlying Stock and the Warrant Stock, a registration statement on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Underlying Stock issuable on conversion of the Debentures and the resale of the Warrant Stock issuable upon the exercise of the Warrants, and shall take all action necessary to qualify the Underlying Stock and the Warrant Stock under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder for purposes of maximizing the proceeds realizable by the Holder from such sale and distribution. Such best efforts by the Company shall include, without limitation, the following: (a) The Company shall file (i) registration statements with the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act and the Company shall use its best efforts to qualify for the use of such Form (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so to be registered (each, a "Registration Statement"); (ii) such blue sky filings as shall be reasonably requested to permit such sales PROVIDED, HOWEVER, that the Company shall not be required to register the Registrable Securities in any jurisdiction that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject or require the Company to qualify to do business in any jurisdiction where it is not then so qualified; and (iii) any required filings with the National Association of Securities Dealers, Inc. ("NASD") or exchange where the Shares are traded; all as soon as practicable after the date hereof. The Company shall use its best efforts to have the Registration Statements and other filings declared effective as soon thereafter as may be practicable. (b) The Company shall enter into such customary agreements (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not the Registrable Securities are to be sold in an underwritten offering, the Company shall: (i) make such representations and warranties to the Holder and the underwriter or underwriters, if any, in form and substance and scope as are customarily made by issuers to underwriters in secondary underwritten offerings: : (ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, opinions of counsel to the Company, dated the effective day (or in the case of an underwritten offering, dated the date of delivery of any Registrable Securities sold pursuant thereto) of the applicable registration statement (which counsel, and opinions (in form, scope and substance), shall be reasonably satisfactory to the managing underwriter or underwriters, if any, and the appointed representative or counsel of the Holder, addressed to the Holder and each underwriter, if any, covering the matters customarily covered in opinions requested in secondary underwritten offerings and, in the case of any underwritten offering, such other matters as may be reasonably requested by the Holder; (iii) cause to be delivered, immediately prior to the effectiveness of the applicable Registration Statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Securities sold pursuant thereto), letters from the Company's independent certified public accountants addressed to the Holder and each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with secondary underwritten public offerings; ; (iv) if an underwriting agreement is entered into, cause the same to set forth indemnification and contribution provisions and procedures which are no less favorable to the Holder and the Company than those contemplated by sections 9 and 10 with respect to all parties to be indemnified pursuant to such sections; (v) deliver such documents and certificates as may be reasonably requested by the Holder of the Registrable Securities being sold or the managing underwriter or underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by the Company; the foregoing in this paragraph 2(b) shall be done at each closing under any such underwriting or similar agreement or as and to the extent required thereunder; provided, however, the foregoing in paragraph 2(b) shall not be required on more than two (2) occasions. (c) The Company shall make available for inspection and review by the Holder, a representative or representatives of the Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Holder or underwriter, any such registration statement or amendment or supplement or any blue sky, NASD or other filing, all financial and other records, pertinent corporate documents and properties of the Company as they may reasonably request for the purpose, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; PROVIDED, HOWEVER, that the Holder shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by the Holder and that the Holder will use reasonable efforts to cause its representatives and such other persons so to keep such information confidential, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to Federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person, (iv) such information becomes available to any such person from a source other than the Company and such source, to the knowledge of such persons, is not bound by a confidentiality agreement with the Company, or (v) such information was known to or is developed by such persons without reference to such confidential information of the Company.or

The Registration Requirements. The Company represents and warrants that it is qualified and eligible to use the registration statement on Form S-3 under the Securities Act. The Company shall file as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Date, and use its diligent best efforts to cause to become effective, as promptly as possible and in any event by the ninetieth (90th) 90th calendar day after the First Closing Date in the case of the registration of the Underlying Stock and the Warrant StockDate, a registration statement on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Underlying Stock Shares issuable on conversion of the Debentures Preferred Stock and the resale of the Warrant Stock issuable upon the exercise of the Warrants, Warrants and shall take all action necessary to qualify the Underlying Stock and the Warrant Stock Shares under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder for purposes of maximizing the proceeds realizable by the Holder from such sale and distribution. Such best efforts by the Company shall include, without limitation, the following: (a) The Company shall file (i) a registration statements statement with the Commission SEC pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act and the Company shall use its best efforts to qualify for the use of such Form (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so to be registered (each, a the "Registration Statement"); (ii) such blue sky filings as shall be reasonably requested to permit such sales PROVIDEDsales; provided, HOWEVERhowever, that the Company shall not be required to register the Registrable Securities in any jurisdiction that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject or to require the Company to qualify to do business in any jurisdiction where it is not then so qualified; and (iii) any required filings with the Nasdaq National Association of Securities Dealers, Inc. Market ("NASDNasdaq") or and any exchange where the Shares are traded; , all as soon as practicable after the date hereof. The Company shall use its best efforts to have the such Registration Statements Statement and other filings declared effective as soon thereafter as may be practicable. (b) The Company shall enter into such customary agreements (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other reasonable actions actions, in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, connection whether or not the Registrable Securities are to be sold in an underwritten offering, the Company shall: (i) make such representations and warranties to the Holder and the underwriter or underwriters, if any, in form and substance and scope as are customarily made by issuers to underwriters in secondary underwritten offerings:; (ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, opinions of counsel to the Company, dated the effective day (or in the case of an underwritten offering, dated the date of delivery of any Registrable Securities sold pursuant thereto) of the applicable registration statement (, which counsel, counsel and opinions (in form, scope and substance), ) shall be reasonably satisfactory to the managing underwriter or underwriters, if any, underwriters and the appointed representative or counsel of the Holder, addressed to the Holder and each underwriter, if any: (A) in the case of an underwritten offering, covering the matters customarily covered in opinions requested in secondary underwritten offerings and, offerings; or (B) in the case of any underwritten offeringoffering that is not underwritten, such other matters as may be reasonably requested by covering the Holdereffectiveness of the registration statement; (iii) cause to be delivered, immediately prior to the effectiveness of the applicable Registration Statement (and, in the case of an underwritten offering, cause to be delivered at the time of delivery of any Registrable Securities sold pursuant thereto), letters from the Company's independent certified public accountants addressed to the Holder and each underwriter, if any, underwriter stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with secondary underwritten public offerings; (iv) if an underwriting agreement is entered into, cause the same to set forth indemnification and contribution provisions and procedures which are no less favorable to the Holder and the Company than those contemplated by sections 8 and 9 and 10 hereof with respect to all parties to be indemnified pursuant to such sections; (v) deliver such documents and certificates as may be reasonably requested by the Holder of the Registrable Securities being sold or the managing underwriter or underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by the Company; the foregoing in this paragraph 2(b) shall be done at each closing under any such underwriting or similar agreement or as and to the extent required thereunder; provided, however, the foregoing in paragraph 2(b) shall not be required on more than two (2) occasions.; (c) The Company shall make available for inspection inspection, review and review comment by the Holder, a representative or representatives of the Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Holder or underwriter, any such registration statement or amendment or supplement or any blue sky, NASD Nasdaq or other filing, all financial and other records, pertinent corporate documents and properties of the Company as they may reasonably request for the purpose, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; PROVIDED, HOWEVER, that the Holder shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by the Holder and that the Holder will use reasonable efforts to cause its representatives and such other persons so to keep such information confidential, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to Federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person, (iv) such information becomes available to any such person from a source other than the Company and such source, to the knowledge of such persons, is not bound by a confidentiality agreement with the Company, or (v) such information was known to or is developed by such persons without reference to such confidential information of the Company.

The Registration Requirements. The Company represents and warrants that it is qualified and eligible to use the registration statement on Form S-3 under the Securities Act. The Company shall file such Registration Statement no later than March 16, 1998 (the "Registration Date") and use its best efforts to cause such Registration Statement to become effective as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Date, and use its diligent best efforts to cause to become effective, as promptly as possible and in any event by the ninetieth (90th) calendar day after the First Closing Date in the case of the registration of the Underlying Stock and the Warrant Stock, a registration statement thereafter. Such Registration Statement shall be filed on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Underlying Stock Shares issuable on conversion of the Debentures Preferred Stock and the resale of the Warrant Stock issuable upon the exercise of the Warrants. In addition, and the Company shall take all action necessary to qualify the Underlying Stock and the Warrant Stock Shares under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder Holders for purposes of maximizing the proceeds realizable by the Holder Holders from such sale and distribution. The Company shall distribute copies of the Registration Statement to the Holders promptly after the filing thereof and shall give the Holders no less than ten days after receipt of such Registration Statement the opportunity to provide comments thereto. Such best efforts by the Company shall include, without limitation, the following: (a) The Company shall file (i) a registration statements statement with the Commission SEC pursuant to Rule 415 under the Securities Act on Form S-3 under the Securities Act and the Company shall use its best efforts to qualify for the use of such Form (or in the event that the Company is ineligible to use such form, such other form as the Company is eligible to use under the Securities Act) covering the Registrable Securities so to be registered (each, a the "Registration Statement"); (ii) such blue sky filings as shall be reasonably requested to permit such sales PROVIDEDsales; provided, HOWEVERhowever, that the Company shall not be required to register the Registrable Securities in any jurisdiction that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject or to require the Company to qualify to do business in any jurisdiction where it is not then so qualified; and (iii) any required filings with the Nasdaq National Association of Securities Dealers, Inc. Market ("NASDNasdaq") or and any exchange where the Shares are traded; , all as soon as practicable after the date hereof. The Company shall use its best efforts to have the such Registration Statements Statement and other filings declared effective as soon thereafter as may be practicable. (b) The Company shall enter into such customary agreements (including a customary underwriting agreement with the underwriter or underwriters, if any) and take all such other reasonable actions actions, in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, connection whether or not the Registrable Securities are to be sold in an underwritten offering, the Company shall: (i) make such representations and warranties to the Holder Holders and the underwriter or underwriters, if any, in form and substance and scope as are customarily made by issuers to underwriters in secondary underwritten offerings:; (ii) cause to be delivered to the sellers of Registrable Securities and the underwriter or underwriters, if any, opinions of counsel to the Company, dated the effective day (or in the case of an underwritten offering, dated the date of delivery of any Registrable Securities sold pursuant thereto) of the applicable registration statement (, which counsel, counsel and opinions (in form, scope and substance), ) shall be reasonably satisfactory to the managing underwriter or underwriters, if any, underwriters and the appointed representative or counsel of the HolderHolders, addressed to the Holder Holders and each underwriter, if any: (A) in the case of an underwritten offering, covering the matters customarily covered in opinions requested in secondary underwritten offerings and, offerings; or (B) in the case of any underwritten offeringoffering that is not underwritten, such other matters as may be reasonably requested by covering the Holdereffectiveness of the registration statement; (iii) cause to be delivered, immediately prior to the effectiveness of the applicable Registration Statement (and, in the case of an underwritten offering, cause to be delivered at the time of delivery of any Registrable Securities sold pursuant thereto), letters from the Company's independent certified public accountants addressed to the Holder Holders and each underwriter, if any, underwriter stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable published rules and regulations thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with secondary underwritten public offerings; (iv) if an underwriting agreement is entered into, cause the same to set forth indemnification and contribution provisions and procedures which are no less favorable to the Holder Holders and the Company than those contemplated by sections 8 and 9 and 10 hereof with respect to all parties to be indemnified pursuant to such sections; (v) deliver such documents and certificates as may be reasonably requested by the Holder Holders of the Registrable Securities being sold or the managing underwriter or underwriters, if any, to evidence compliance with clause (i) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by the Company; the foregoing in this paragraph 2(b) shall be done at each closing under any such underwriting or similar agreement or as and to the extent required thereunder; provided, however, the foregoing in paragraph 2(b) shall not be required on more than two (2) occasions.; (c) The Company shall make available for inspection inspection, review and review comment by the Holder, a representative or representatives of the HolderHolders, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Holder Holders or underwriter, any such registration statement or amendment or supplement or any blue sky, NASD Nasdaq or other filing, all financial and other records, pertinent corporate documents and properties of the Company as they may reasonably request for the purpose, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such Registration Statement; PROVIDED, HOWEVER, that the Holder shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by the Holder and that the Holder will use reasonable efforts to cause its representatives and such other persons so to keep such information confidential, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to Federal securities laws in connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person, (iv) such information becomes available to any such person from a source other than the Company and such source, to the knowledge of such persons, is not bound by a confidentiality agreement with the Company, or (v) such information was known to or is developed by such persons without reference to such confidential information of the Company.