REGISTRATION RIGHTS Recom Managed Systems, Inc. hereby grants to the Subscriber the following registration rights. 1. Definitions. Capitalized terms used herein without definition shall have the respective meanings given such terms as set forth in the...

                               REGISTRATION RIGHTS

         Recom  Managed  Systems,  Inc.  hereby  grants  to the  Subscriber  the
following registration rights.

         1. Definitions.

         Capitalized  terms  used  herein  without  definition  shall  have  the
respective meanings given such terms as set forth in the Subscription  Agreement
between  Recom Managed  Systems,  Inc. and the investor  signatory  thereto (the
"Subscription  Agreement").  As used herein,  the following terms shall have the
following meanings:

                  Business  Day:  Any day  other  than a day on which  banks are
                  authorized or required to be closed in the State of New York.

                  Commission:   The  United  States   Securities   and  Exchange
                  Commission.

                  Common Stock:  The common stock, par value $.001 per share, of
                  the Company.

                  Exchange Act: The Securities Exchange Act of 1934, as amended,
                  and the rules and  regulations of the  Commission  promulgated
                  thereunder.

                  Holder or Holders: Any holder of the Registrable Securities.

                  Person:  Any  individual,   corporation,   partnership,  joint
                  venture,    association,    joint   stock   company,    trust,
                  unincorporated  organization  or government or other agency or
                  political subdivision thereof.

                  Prospectus:   The  prospectus  included  in  any  Registration
                  Statement  (including,  without limitation,  a prospectus that
                  discloses  information  previously  omitted  from a prospectus
                  filed  as  part  of an  effective  registration  statement  in
                  reliance upon Rule 430A promulgated under the Securities Act),
                  as amended or supplemented by any prospectus supplement,  with
                  respect  to the terms of the  offering  of any  portion of the
                  Registrable Securities covered by such Registration Statement,
                  and all other  amendments and  supplements to the  prospectus,
                  including   post-effective   amendments,   and  all   material
                  incorporated  by  reference  or deemed to be  incorporated  by
                  reference in such prospectus.

                  Registrable  Securities:  (i) The  shares of Common  Stock (a)
                  issuable upon conversion of the Series A Convertible Preferred
                  Stock and (b) issuable upon  exercise of the  Warrants,  until
                  such  time  as  (1) a  Registration  Statement  covering  such
                  Registrable  Securities  has been  declared  effective  by the
                  Commission and such Registrable  Securities have been disposed
                  of pursuant to such  effective  Registration  Statement or (2)
                  such Registrable  Securities are saleable pursuant to Rule 144
                  (or any similar  provision then in force) under the Securities
                  Act, whichever is earlier.

                  Registration  Statement:  Any  registration  statement  of the
                  Company that covers any of the Registrable Securities pursuant
                  to the provisions of this Agreement, including the Prospectus,
                  amendments and  supplements to such  registration  statements,
                  including post  effective  amendments,  all exhibits,  and all
                  material   incorporated   by   reference   or   deemed  to  be
                  incorporated by reference in such registration statement.



                                      A-1


                  Securities  Act: The Securities  Act of 1933, as amended,  and
                  the  rules  and  regulations  of  the  Commission  promulgated
                  thereunder.

                  Series A Convertible Preferred Stock: The Series A convertible
                  preferred stock included in the Units.

                  Units:   The  units  of  the  Company  sold  pursuant  to  the
                  Subscription  Agreement  consisting  of (i)  33,334  shares of
                  Series A Preferred Stock and (ii) 16,667 Warrants.

                  Warrants:  The Class C Common Stock  Warrants  included in the
                  Units  exercisable  for shares of Common  Stock at an exercise
                  price of $3.75 per share.

         2.       Registration Rights.

                  (a)  Required  Registration.  The  Company  shall use its best
         efforts as soon as reasonably  practicable after the First Closing (but
         in no event less than 90 days  following  the First Closing the "Target
         Effective Date") to prepare and file with the Commission a Registration
         Statement  covering  the resale of all  Registrable  Securities  for an
         offering to be made on a  continuous  basis  pursuant to Rule 415.  The
         Registration  Statement shall be on Form SB-2 (except if the Company is
         not then eligible to register for resale the Registrable  Securities on
         Form  SB-2,  in  which  case  such  registration  shall  be on  another
         appropriate  form,  except if otherwise  directed by the Holders).  The
         Company shall use its best efforts to cause such Registration Statement
         be  declared   effective  under  the  Securities  Act  as  soon  as  is
         practicable  following  its filing,  and shall use its best  efforts to
         keep  such  Registration  Statement  continuously  effective  under the
         Securities  Act  until  the  date  which is four (4)  years  after  the
         termination of the offering (the "Effectiveness  Period"). In the event
         that the  Company  does not file  such  Registration  Statement  by the
         Target  Effective  Date,  the exercise  price of the  Warrants  will be
         reduced from $3.75 to $3.00.

                  (b) Demand  Registration.  In addition to the rights  afforded
         the Holders in Section 2(a) above,  at any one time following the First
         Closing,  a majority of the  Holders of shares of Series A  Convertible
         Preferred  Stock may request that the Company  effect the  registration
         under the Securities Act of all or part of such Registrable  Securities
         on Form SB-2 or any similar long-form registration or, if available, on
         Form  S-2  or  S-3  or  any  similar   short-form   registration   (the
         registration  requested  pursuant to this  Section  2(b) is referred to
         herein as the "Demand  Registration").  The Demand Registration request
         shall  specify  the  approximate   number  of  Registrable   Securities
         requested to be  registered,  and may at the election of the  requisite
         Holders specify the intended  method or methods of disposition  thereof
         (which may include,  without limitation, a "shelf" offering pursuant to
         Rule 415 under the Securities Act, or an underwritten offering). Within
         10 days after  receipt of such  request,  the Company will give written
         notice of such requested  registration to such Holders, and, subject to
         the   provisions   of  Section  2(d)  hereof,   will  include  in  such
         registration  all  Registrable  Securities  with  respect  to which the
         Company has received  written  requests from such Holders for inclusion
         therein within 20 days after the receipt of the Company's  notice.  The
         Holders shall be entitled to request one Demand Registration during the
         Effectiveness  Period.  A  registration  will not count as a  permitted
         Demand Registration unless and until it has become effective, or, if it
         has  become  so  effective,  the  offering  of  Registrable  Securities
         pursuant to such  registration  is terminated,  suspended or interfered
         with by any stop order, injunction or other order or requirement of the
         SEC or other  governmental  agency or court.  The Company  will use its
         best efforts to keep such Registration Statement continuously effective
         under the Securities Act during the  Effectiveness  Period or until all
         Registrable Securities are sold.


                                      A-2


                  (c)  Piggyback  Registration.  If,  at  any  time  during  the
         Effectiveness  Period,  the Company  proposes  to  register  any of its
         securities  under the Securities Act for sale to the public for its own
         account  or for the  account of other  security  holders  (except  with
         respect to the registration  statement for the public offering which is
         being  contemplated  with the Placement  Agent as of the date hereof or
         registration  statements  on  Forms  S-4  or S-8 or  another  form  not
         available for registering  the  Registrable  Securities for sale to the
         public),  each such time it will give written notice thereof to Holders
         of its  intention  so to do (such  notice to be given at least  fifteen
         (15) days prior to the filing thereof). Upon the written request of any
         such Holder  (which  request  shall  specify the number of  Registrable
         Securities  intended to be disposed of by such Holder and the  intended
         method of disposition thereof,  received by the Company within ten (10)
         days after giving of any such notice by the Company, to register any of
         such  Holder's  Registrable  Securities,   the  Company  will  use  its
         reasonable  efforts,  subject  to  Section  2(d)  below,  to cause  the
         Registrable  Securities  as to which  registration  shall  have been so
         requested  to be  included  in  the  securities  to be  covered  by the
         Registration  Statement proposed to be filed by the Company, all to the
         extent requisite to permit the sale or other  disposition by the Holder
         (in accordance with its written request) of such Registrable Securities
         so registered ("Piggyback Registration Rights");  provided, that if, at
         any time after giving  written  notice of its intention to register any
         securities  pursuant to this  Section  2(c) and prior to the  effective
         date of the  Registration  Statement  filed  in  connection  with  such
         registration,  the  Company  shall  determine  for  any  reason  not to
         register such securities,  the Company shall give written notice to all
         Holders and, thereupon, shall be relieved of its obligation to register
         any Registrable  Securities in connection with such registration.  If a
         registration  pursuant to this  Section 2(c)  involves an  underwritten
         public  offering,   any  Holder  requesting  to  be  included  in  such
         registration  may elect,  in writing prior to the effective date of the
         registration statement filed in connection with such registration,  not
         to register such securities in connection with such  registration.  The
         foregoing  provisions  notwithstanding,  the Company may  withdraw  any
         registration statement referred to in this Section 2(c) without thereby
         incurring any liability to the Holders.

                  (d) Holdback  Agreements.  If any  registration of Registrable
         Securities shall be in connection with an underwritten public offering,
         each  Holder  agrees  not to effect any  public  sale or  distribution,
         including  any sale pursuant to Rule 144 under the  Securities  Act, of
         any Registrable  Securities,  and not to effect any such public sale or
         distribution  of any other  equity  security  of the  Company or of any
         security convertible into or exchangeable or exercisable for any equity
         security  of the  Company  (in each  case,  other  than as part of such
         underwritten public offering) during the thirty (30) days prior to, and
         during the ninety (90) day period  beginning on, the effective  date of
         such Registration Statement (except as part of such registration).

                  (e) Exceptions. Notwithstanding the foregoing, the Company may
         delay the  registration of Registrable  Securities  pursuant to Section
         2(b) or 2(c) hereof (but not Section  2(a) hereof) for the time periods
         described  in Section  2(g)  hereof upon the  occurrence  of any of the
         following:

                           (i) The Company shall have previously entered into an
                  agreement or letter of intent  contemplating  an  underwritten
                  public offering on a firm commitment  basis of Common Stock or
                  securities  convertible  into or exchangeable for Common Stock
                  and the managing  underwriter of such proposed public offering
                  advises  the  Company  in  writing  that in its  opinion  such
                  proposed   underwritten   offering  would  be  materially  and
                  adversely  affected  by a  concurrent  registered  offering of
                  Registrable  Securities  (such  opinion  to state the  reasons
                  therefor);


                                      A-3


                           (ii)  During  the two (2)  month  period  immediately
                  preceding such request, the Company shall have entered into an
                  agreement  or  letter of  intent,  which  has not  expired  or
                  otherwise   terminated,   contemplating  a  material  business
                  acquisition by the Company or its subsidiaries  whether by way
                  of merger,  consolidation,  acquisition of assets, acquisition
                  of securities or otherwise;

                           (iii)  The  Company  is  in  possession  of  material
                  nonpublic  information  that the Company  would be required to
                  disclose in the  Registration  Statement  and that is not, but
                  for the  registration,  otherwise  required to be disclosed at
                  the time of such registration, the disclosure of which, in its
                  good faith judgment,  would have a material  adverse effect on
                  the business, operations, prospects or competitive position of
                  the Company;

                           (iv) The Company shall receive the written opinion of
                  the managing  underwriter of the underwritten  public offering
                  pursuant to which Common Stock has been registered  within the
                  three (3) month period prior to the receipt of a  registration
                  request that the registration of additional  Common Stock will
                  materially  and  adversely  affect  the  market for the Common
                  Stock (such opinion to state the reasons therefor); or

                           (v) At the time of receipt of a registration request,
                  the Company is engaged,  or its board of directors has adopted
                  by  resolution  a plan  to  engage,  in any  program  for  the
                  purchase of Common  Stock or  securities  convertible  into or
                  exchangeable  for Common Stock and, in the opinion of counsel,
                  reasonably   satisfactory  to  the  requesting  Holders,   the
                  distribution of the Common Stock to be registered  would cause
                  such  purchase to be in violation of  Regulation M promulgated
                  under the Exchange Act.

                  (f) Period of Delay.  If an event  described  in  clauses  (i)
         through (iv) of Section  2(e) shall occur,  the Company may, by written
         notice to the  Holders,  delay the filing of a  Registration  Statement
         with respect to the Registrable  Securities to be covered thereby for a
         period of time not exceeding one hundred twenty (120) days. If an event
         described in clause (v) of Section  2(e) shall  occur,  the filing of a
         Registration Statement with respect to the Registrable Securities to be
         covered  thereby  shall  be  delayed  until  the  first  date  that the
         Registrable  Securities  to be  covered  thereby  can be  sold  without
         violation of Regulation M of the Exchange Act.

         3. Registration Procedures.

         In connection with the registration obligations of the Company pursuant
to the terms and conditions of this Agreement, the Company shall:

                  (a) prior to filing a Registration  Statement or Prospectus or
         any amendments or supplements thereto, including documents incorporated
         by reference  after the initial filing of the  Registration  Statement,
         the Company  will furnish to the Holders  covered by such  Registration
         Statement   (the   "Selling   Holders"),   Holders'   Counsel  and  the
         underwriters, if any, draft copies of all such documents proposed to be
         filed at least three (3) Business Days prior thereto,  which  documents
         will  be  subject  to the  review  of  such  Holders'  Counsel  and the
         underwriters, if any, and the Company will not, unless required by law,
         file any Registration  Statement or amendment thereto or any Prospectus
         or any supplement  thereto  (including  such documents  incorporated by
         reference)  to which  Selling  Holders  of at least a  majority  of the
         Registrable  Securities (the "Objecting Party") shall object,  pursuant
         to notice given to the Company prior to the filing of such amendment or
         supplement (the  "Objection  Notice").  The Objection  Notice shall set
         forth the  objections  and the  specific  areas in the draft  documents
         where such objections  arise.  The Company shall have five (5) Business
         Days after receipt of the Objection Notice to correct such deficiencies
         to the  satisfaction  of the  Objecting  Party,  and will  notify  each
         Selling Holder of any stop order issued or threatened by the Commission
         in connection  therewith and take all  reasonable  actions  required to
         prevent the entry of such stop order or to remove it if entered;


                                      A-4


                  (b) as  promptly  as  practicable  prepare  and file  with the
         Commission  such  amendments  and  post-effective   amendments  to  the
         Registration  Statement as may be  necessary to keep such  Registration
         Statement  effective  for the period  required  pursuant  to Section 2;
         cause the  Prospectus  to be  supplemented  by any required  Prospectus
         supplement,  and, as so supplemented,  to be filed pursuant to Rule 424
         under  the  Securities  Act;  and  comply  with the  provisions  of the
         Securities Act applicable to it with respect to the  disposition of all
         Registrable  Securities  covered by such Registration  Statement during
         the  applicable  period in  accordance  with the  intended  methods  of
         disposition  by the  Selling  Holders  set  forth in such  Registration
         Statement or supplement to the Prospectus;

                  (c) as promptly as  practicable  furnish to any Selling Holder
         and the underwriters,  if any, without charge, such number or conformed
         copies of such Registration Statement and any post-effective  amendment
         thereto and such  number of copies of the  Prospectus  (including  each
         preliminary  Prospectus) and any amendments or supplements thereto, and
         any documents incorporated by reference therein, as such Selling Holder
         or  underwriter  may  reasonably  request  in order to  facilitate  the
         disposition of the  Registrable  Securities  being sold by such Selling
         Holder (it being understood that the Company consents to the use of the
         Prospectus  and any  amendment  or  supplement  thereto by each Selling
         Holder and the  underwriters,  if any, in connection  with the offering
         and sale of the Registrable Securities covered by the Prospectus or any
         amendment  or  supplement  thereto);  provided,  that  before  filing a
         Registration  Statement  or  Prospectus  relating  to  the  Registrable
         Securities or any amendments or supplements  thereto,  the Company will
         furnish to  Holders'  Counsel  copies of all  documents  proposed to be
         filed at least  three (3)  Business  Days prior to the filing  thereof,
         which documents will be subject to the review of such counsel;

                  (d)  on or  prior  to  the  date  on  which  the  Registration
         Statement is declared  effective,  register or qualify such Registrable
         Securities  under  such  other  securities  or "blue  sky" laws of such
         jurisdictions  as any Selling Holder,  Holders'  Counsel or underwriter
         reasonably  requests and do any and all other acts and things which may
         be necessary or advisable to enable such Selling  Holder to  consummate
         the disposition in such  jurisdictions of such  Registrable  Securities
         owned  by  such  Selling  Holder;   keep  each  such   registration  or
         qualification  (or  exemption  therefrom)  effective  during the period
         which the Registration Statement is required to be kept effective;  and
         do any and all other acts or things  reasonably  necessary or advisable
         to enable the  disposition  in such  jurisdictions  of the  Registrable
         Securities covered by the applicable Registration  Statement;  provided
         that the Company shall not be required to (i) qualify to do business as
         a foreign  corporation or as a broker-dealer in any jurisdiction  where
         it is not then so qualified or (ii) take any action which would subject
         it to general  service of process or to  taxation  in any  jurisdiction
         where it is not then so subject;

                  (e)  cause  the   Registrable   Securities   covered  by  such
         Registration  Statement to be registered with or approved by such other
         governmental  agencies or  authorities as may be necessary by virtue of
         the  business  and  operations  of the  Company to enable  the  Selling
         Holders to consummate the disposition of such Registrable Securities;


                                      A-5


                  (f) as promptly as  practicable  notify each  Selling  Holder,
         Holders'  Counsel and any  underwriter  and (if  requested  by any such
         Person)  confirm such notice in writing,  (i) when a Prospectus  or any
         Prospectus  supplement or post-effective  amendment has been filed and,
         with  respect  to  a  Registration   Statement  or  any  post-effective
         amendment,  when the same has become effective,  (ii) of any request by
         the Commission or any other federal or state governmental authority for
         amendments  or  supplements  to a  Registration  Statement  or  related
         Prospectus  or  for  additional  information  to  be  included  in  any
         Registration  Statement  or  Prospectus  or  otherwise,  (iii)  of  the
         issuance  by  the   Commission  of  any  stop  order   suspending   the
         effectiveness  of  a  Registration   Statement  or  the  initiation  or
         threatening of any proceedings  for that purpose,  (iv) of the issuance
         by any state securities commission or other regulatory authority of any
         order suspending the  qualification or exemption from  qualification of
         any of the Registrable  Securities under state securities or "blue sky"
         laws or the initiation of any  proceedings  for that purpose and (v) of
         the  happening  of any  event  which  makes  any  statement  made  in a
         Registration   Statement   or  related   Prospectus   or  any  document
         incorporated or deemed to be  incorporated by reference  therein untrue
         or which  requires  the  making  of any  changes  in such  Registration
         Statement,  Prospectus  or  documents so that they will not contain any
         untrue  statement of a material fact or omit to state any material fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not  misleading;  and, as promptly as  practicable  thereafter,
         prepare  and file  with the  Commission  and  furnish a  supplement  or
         amendment to such Prospectus so that, as thereafter  deliverable to the
         purchasers of such  Registrable  Securities,  such  Prospectus will not
         contain  any untrue  statement  of a  material  fact or omit to state a
         material fact necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading;

                  (g)  make  generally  available  to the  Holders  an  earnings
         statement  satisfying the provisions of Section 11(a) of the Securities
         Act no later than thirty (30) days after the end of the 12-month period
         beginning  with the first day of the  Company's  first  fiscal  quarter
         commencing after the effective date of a Registration Statement;

                  (h) use its reasonable  efforts to prevent the issuance of any
         order suspending the effectiveness of a Registration Statement, and, if
         one is issued,  to obtain the  withdrawal of any order  suspending  the
         effectiveness  of a  Registration  Statement at the  earliest  possible
         moment;

                  (i)  as  promptly  as   practicable   after  filing  with  the
         Commission of any document  which is  incorporated  by reference into a
         Registration  Statement,  deliver a copy of such  document  to Holders'
         Counsel;

                  (j)  cooperate  with  the  Selling  Holders  and the  managing
         underwriter  or   underwriters,   if  any,  to  facilitate  the  timely
         preparation  and  delivery of  certificates  (which  shall not bear any
         restrictive  legends and shall be in a form  eligible  for deposit with
         the Depository Trust Company)  representing  securities sold under such
         Registration  Statement,  and  enable  such  securities  to be in  such
         denominations and registered in such names as the managing  underwriter
         or  underwriters,  if any, or such Selling Holders may request and make
         available prior to the effectiveness of such  Registration  Statement a
         supply of such certificates;

                  Each  Selling  Holder,  upon  receipt of any  notice  from the
Company of the happening of any event of the kind described in subsection (f) of
this  Section 3, shall  forthwith  discontinue  disposition  of the  Registrable
Securities until such Selling Holder's receipt of the copies of the supplemented
or amended Prospectus  contemplated by subsection (f) of this Section 2 or until
it is advised in  writing  (the  "Advice")  by the  Company  that the use of the
Prospectus  may be  resumed,  and  has  received  copies  of any  additional  or
supplemental filings which are incorporated by reference in the Prospectus, and,
if so directed by the  Company,  such Selling  Holder will,  or will request the
managing underwriter or underwriters, if any, to, deliver to the Company (at the
Company's  expense) all copies,  other than  permanent  file copies then in such
Selling  Holder's  possession,  of  the  Prospectus  covering  such  Registrable
Securities  current at the time of receipt of such notice. In the event that the
Company  shall give any such notice,  the time periods for which a  Registration
Statement is required to be kept effective pursuant to Section 2 hereof shall be
extended by the number of days during the period from and  including the date of
the giving of such notice to and  including  the date when each  Selling  Holder
shall have  received (i) the copies of the  supplemented  or amended  Prospectus
contemplated by Section 2(f) or (ii) the Advice.


                                      A-6


         4.       Registration Expenses.

                  (a) All expenses incident to the Company's  performance of, or
         compliance with, the provisions hereof,  including without  limitation,
         all Commission and securities  exchange or NASD registration and filing
         fees,  fees and expenses of  compliance  with  securities or "blue sky"
         laws  (including fees and  disbursements  of counsel in connection with
         "blue sky"  qualifications  of the  Registrable  Securities),  printing
         expenses,   messenger   and  delivery   expenses,   internal   expenses
         (including,  without  limitation,  all  salaries  and  expenses  of the
         Company's  officers  and  employees   performing  legal  or  accounting
         duties),  fees and expenses  incurred in connection with the listing of
         the securities to be registered, if any, on each securities exchange on
         which similar  securities  issued by the Company are then listed,  fees
         and  disbursements  of  counsel  for the  Company  and its  independent
         certified  public  accountants  (including  the  expense of any special
         audit or "cold  comfort"  letters  required  by, or  incident  to, such
         performance), Securities Act liability insurance (if the Company elects
         to obtain such insurance),  reasonable fees and expenses of any special
         experts  retained by the Company in connection with such  registration,
         fees  and  expenses  of  other  Persons  retained  by  the  Company  in
         connection with each registration hereunder (but not including the fees
         and expense of legal  counsel  retained by a Holder or Holders,  or any
         underwriting fees, discounts or commissions attributable to the sale of
         Registrable Securities) are herein called "Registration Expenses."

                  (b)  The  Company  will  pay  all  Registration   Expenses  in
         connection with each Registration Statement filed pursuant to Section 2
         except as otherwise set forth therein.  All expenses to be borne by the
         Holders in connection with any Registration Statement filed pursuant to
         Section  2  (including,  without  limitation,  all  underwriting  fees,
         discounts  or  commissions  attributable  to such  sale of  Registrable
         Securities)  shall be borne by the  participating  Holders  pro rata in
         relation  to the  number  of  Units  of  Registrable  Securities  to be
         registered by each Holder.

         5. Indemnification; Contribution.

                  (a)  Indemnification  by the  Company.  The Company  agrees to
         indemnity and hold harmless,  to the full extent permitted by law, each
         Holder,  its  officers,  directors  and each Person who  controls  such
         Holder  (within the meaning of the  Securities  Act),  and any agent or
         investment  adviser  thereof,  against  all  losses,  claims,  damages,
         liabilities  and expenses  (including  reasonable  attorneys'  fees and
         costs of  investigation)  arising  out of or based  upon any  untrue or
         alleged untrue statement of material fact contained in any Registration
         Statement,  any  amendment or  supplement  thereto,  any  Prospectus or
         preliminary  Prospectus  or any  omission or alleged  omission to state
         therein a material fact  required to be stated  therein or necessary to
         make the statements therein not misleading,  except insofar as the same
         arise out of or are based upon any such  untrue  statement  or omission
         based upon information with respect to such Holder furnished in writing
         to the  Company  by or on  behalf  of  such  Holder  expressly  for use
         therein;  provided  that, in the event that the  Prospectus  shall have
         been  amended  or  supplemented  and  copies  thereof  as so amended or
         supplemented,  shall  have  been  furnished  to a  Holder  prior to the
         confirmation  of any sales of  Registrable  Securities,  such indemnity
         with respect to the  Prospectus  shall not inure to the benefit of such
         Holder if the Person  asserting such loss,  claim,  damage or liability
         and who purchased the Registrable  Securities from such holder did not,
         at or  prior  to the  confirmation  of  the  sale  of  the  Registrable
         Securities  to such  Person,  receive  a copy of the  Prospectus  as so
         amended or  supplemented  and the untrue  statement  or  omission  of a
         material  fact  contained  in  the  Prospectus  was  corrected  in  the
         Prospectus as so amended or supplemented.


                                      A-7


                  (b) Indemnification by Holders of Registrable  Securities.  In
         connection  with  any  Registration  Statement  in  which a  Holder  is
         participating,  each such Holder will furnish to the Company in writing
         such  information  with  respect to the name and address of such Holder
         and such other  information  as may be  reasonably  required for use in
         connection  with any such  Registration  Statement  or  Prospectus  and
         agrees to indemnity,  to the full extent permitted by law, the Company,
         its  directors  and  officers  and each Person who controls the Company
         (within the meaning of the Securities Act) against any losses,  claims,
         damages,  liabilities and expenses  resulting from any untrue statement
         of a material fact in the  Registration  Statement or Prospectus or any
         amendment  thereof  or  supplement  thereto  or  necessary  to make the
         statements  therein  not  misleading,  to the  extent,  but only to the
         extent,  that such untrue or alleged  untrue  statement  relates to any
         information with respect to such Holder so furnished in writing by such
         Holder  specifically  for inclusion in any  Prospectus or  Registration
         Statement;  provided,  however, that such Holder shall not be liable in
         any  such  case to the  extent  that  prior to the  filing  of any such
         Registration Statement or Prospectus or amendment thereof or supplement
         thereto,   such  Holder  has   furnished  in  writing  to  the  Company
         information  expressly  for  use  in  such  Registration  Statement  or
         Prospectus  or  any  amendment  thereof  or  supplement  thereto  which
         corrected or made not misleading  information  previously  furnished to
         the  Company.  In no event shall the  liability  of any Selling  Holder
         hereunder  be greater in amount than the dollar  amount of the proceeds
         received  by such  Selling  Holder  upon  the  sale of the  Registrable
         Securities giving rise to such indemnification obligation.

                  (c)  Conduct  of  Indemnification   Proceedings.   Any  Person
         entitled to  indemnification  hereunder  agrees to give prompt  written
         notice to the  indemnifying  party  after the receipt by such Person of
         any written notice of the commencement of any action, suit,  proceeding
         or  investigation  or threat  thereof  made in  writing  for which such
         Person  will claim  indemnification  or  contribution  pursuant  to the
         provisions  hereof  and,  unless in the  judgment  of  counsel  of such
         indemnified  party a  conflict  of  interest  may  exist  between  such
         indemnified  party and the  indemnifying  party  with  respect  to such
         claim,  permit the  indemnifying  party to assume  the  defense of such
         claim.  Whether or not such  defense  is  assumed  by the  indemnifying
         party, the indemnifying  party will not be subject to any liability for
         any  settlement  made without its consent (but such consent will not be
         unreasonably  withheld). No indemnifying party will consent to entry of
         any judgment or enter into any settlement  which does not include as an
         unconditional  term  thereof the giving by the claimant or plaintiff to
         such  indemnified  party of a release from all  liability in respect of
         such claim or litigation. If the indemnifying party is not entitled to,
         or  elects  not to,  assume  the  defense  of a  claim,  it will not be
         obligated to pay the fees and  expenses of more than one counsel  (plus
         such local  counsel,  if any,  as may be  reasonably  required in other
         jurisdictions)  with  respect to such claim,  unless in the judgment of
         any  indemnified  party a conflict of interest  may exist  between such
         indemnified  party  and any  other  of such  indemnified  parties  with
         respect to such claim, in which event the  indemnifying  party shall be
         obligated  to pay the fees and expenses of such  additional  counsel or
         counsels.  For the purposes of this Section 5(c), the term "conflict of
         interest"  shall  mean  that  there  are  one or  more  legal  defenses
         available  to  the  indemnified   party  that  are  different  from  or
         additional to those available to the  indemnifying  party or such other
         indemnified  parties,  as  applicable,  which  different or  additional
         defenses make joint representation inappropriate.


                                      A-8


                  (d) Contribution. If the indemnification from the indemnifying
         party  provided for in this Section 5 is  unavailable to an indemnified
         party hereunder in respect of any losses, claims, damages,  liabilities
         or expenses referred to therein,  then the indemnifying  party, in lieu
         of indemnifying such indemnified  party, shall contribute to the amount
         paid or payable by such  indemnified  party as a result of such losses,
         claims,  damages,  liabilities  or  expenses in such  proportion  as is
         appropriate to reflect the relative fault of the indemnifying party and
         indemnified  parties in connection  with the actions which  resulted in
         such losses, claims,  damages,  liabilities or expenses, as well as any
         other  relevant  equitable  considerations.  The relative fault of such
         indemnifying  party and  indemnified  parties  shall be  determined  by
         reference  to,  among other  things,  whether  any action in  question,
         including any untrue or alleged  untrue  statement of a material  fact,
         has  been  made  by,  or  relates  to  information  supplied  by,  such
         indemnifying  party or  indemnified  parties,  and the parties  intent,
         knowledge,  access to information and opportunity to correct or prevent
         such  action.  The amount paid or payable by a party as a result of the
         losses,  claims,  damages,  liabilities and expenses  referred to above
         shall be deemed to  include,  subject to the  limitations  set forth in
         Section 5(c), any reasonable legal or other fees or expenses reasonably
         incurred  by  such  party  in  connection  with  any  investigation  or
         proceeding.  No Person guilty of fraudulent  misrepresentation  (within
         the meaning of Section 11(f) of the  Securities  Act) shall be entitled
         to  contribution  from any person who was not guilty of such fraudulent
         misrepresentation.

                  (e) If  indemnification is available under this Section 5, the
         indemnifying parties shall indemnity each indemnified party to the full
         extent provided in Sections 5(a) and (b) without regard to the relative
         fault of said  indemnifying  party or  indemnified  party or any  other
         equitable consideration provided for in this Section 5.

         6. Transfer of Rights.

                  The  rights  to cause  the  Company  to  register  Registrable
Securities  granted  pursuant to the  provisions  hereof may be  transferred  or
assigned by any Holder to a transferee or assignee;  provided; however, that the
transferee or assignee of such rights assumes the obligations of such transferor
or assignor, as the case may be, hereunder.

         7.       Amendment

                  Except as otherwise provided herein, the provisions hereof may
not be amended, modified or supplemented,  and waivers or consents to departures
from the provisions  hereof may not be given unless the Company has obtained the
written consent of Holders of at least a majority of the aggregate number of the
Registrable Securities then outstanding.



                                      A-9