BY AND BETWEEN

1
EXHIBIT 10.6

REGISTRATION RIGHTS AGREEMENT

BY AND BETWEEN

EDUCATIONAL MEDICAL, INC.

AND

XXXXXX XXXXXX

DATED AS OF FEBRUARY 14, 1998
2

TABLE OF CONTENTS

PAGE
----

1. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
a. "Commission" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
b. "Exchange Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
c. "Holder" or . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
d. "Holder's Shares" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
e. "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
f. "Registrable Securities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
g. "Securities Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. Registration Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. Registration Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. No Required Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
8. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
9. No Inconsistent Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of February 14, 1998 (the
"Agreement"), by and between Educational Medical, Inc., a Delaware corporation
(the "Company"), and Xxxxxx Xxxxxx, an individual residing within the State of
Pennsylvania (the "Holder").

The Company, CHI Acquisition Corp., a Delaware corporation (the
"Buyer"), the Holder, Xxxxxx X. Xxxxxx and Xxxxx Xxxxx have entered into a
Stock Purchase Agreement dated February 14, 1998 (the "Stock Purchase
Agreement") pursuant to which the Buyer shall purchase all of the issued and
outstanding shares of Common Stock of Computer Hardware Service Company, Inc.,
a Pennsylvania corporation, in consideration for the Purchase Price as more
particularly set forth in the Agreement, including, without limitation, a
certain number of shares of the Company's Common Stock (the "Holder's Shares").

The parties hereto desire to provide certain registration rights with
respect to the Holders' Shares.

Accordingly, the parties hereto agree as follows:

1. Certain Definitions. As used in this Agreement, the following
terms shall have the meanings ascribed to them below:

a. "Commission": the Securities and Exchange
Commission.

b. "Exchange Act": the Securities Exchange Act of 1934,
as amended.

c. "Holder": As defined in the recitals above.

d. "Holder's Shares": As defined in the recitals above.

e. "Person": any natural person, corporation,
partnership, firm, association, trust, government, governmental agency or other
entity, whether acting in an individual, fiduciary or other capacity.

f. "Registrable Securities": the Holder's Shares (and
any shares issued upon any subdivision, combination or reclassification of such
shares or any stock dividend in respect of any of the foregoing shares). As to
any particular Registrable Securities, such securities shall cease to be
Registrable Securities when (i) a registration statement with respect to the
sale of such securities shall have been declared effective under the Securities
Act and such securities shall have been disposed of in accordance with such
registration statement, or (ii) such securities shall have been sold or become
salable (other than in a privately negotiated sale) pursuant
4

to Rule 144 (or any successor provision) under the Securities Act and in
compliance with the requirements of paragraphs (c), (e), (f) and (g) of Rule
144 (notwithstanding the provisions of paragraph (k) of such Rule).

g. "Securities Act": the Securities Act of 1933, as
amended.

2. Registration Rights.

a. As soon as practicable subsequent to the consummation
of the transaction contemplated by the Stock Purchase Agreement, the Company
shall file a registration statement under the Securities Act covering all of
the Registrable Securities and use its best efforts to (x) effect such
registration under the Securities Act (including, without limitation, by means
of a shelf registration pursuant to Rule 415 under the Securities Act if the
Company is then eligible to use such a registration) of the Registrable
Securities, and (y) if requested by the Holder, obtain acceleration of the
effective date of the registration statement relating to such registration.

b. If (i) the Board of Directors of the Company, in its
good faith judgment, determines that any registration of Registrable Securities
should not be made or continued because it would materially interfere with any
material financing, acquisition, corporate reorganization or merger or other
transaction involving the Company or any of its subsidiaries (a "Valid Business
Reason"), and (ii) the Valid Business Reason has not resulted from actions
taken by the Company, the Company may cause such registration statement to be
withdrawn and its effectiveness terminated or may postpone amending or
supplementing such registration statement; and the Company shall give written
notice of its determination to postpone or withdraw a registration statement
and of the fact that the Valid Business Reason for such postponement or
withdrawal no longer exists, in each case, promptly after the occurrence
thereof.

If the Company shall give any notice of postponement or withdrawal of
any registration statement, the Company shall not, during the period of
postponement or withdrawal, register any Common Stock, other than pursuant to a
registration statement on Form S-4 or S-8 (or an equivalent registration form
then in effect). Each Holder of Registrable Securities agrees that, upon
receipt of any notice from the Company that the Company has determined to
withdraw any registration statement pursuant to clause 2b. above, such Holder
will discontinue its disposition of Registrable Securities pursuant to such
registration statement and, if so directed by the Company, will deliver to the
Company (at the Company's expense) all copies, other than permanent file
copies, then in such Holder's possession of the prospectus covering such
Registrable Securities that was in effect at the time of receipt of such
notice. If the Company shall have withdrawn or prematurely terminated a
registration statement filed under Section 2.a, (whether pursuant to clause 2b.
above or as a result of any stop order, injunction or other order or
requirement of the Commission or any other governmental agency or court), the
Company shall not be considered to have effected an effective registration for
the

2
5

purposes of this Agreement until the Company shall have filed a new
registration statement covering the Registrable Securities covered by the
withdrawn registration statement and such registration statement shall have
been declared effective and shall not have been withdrawn. If the Company shall
give any notice of withdrawal or postponement of a registration statement, the
Company shall, at such time as the Valid Business Reason that caused such
withdrawal or postponement no longer exists (but in no event later than two
months alter the date of the postponement), use its best efforts to effect the
registration under the Securities Act of the Registrable Securities covered by
the withdrawn or postponed registration statement in accordance with this
Section (unless the Holder shall have consented otherwise).

c. The Company, may elect to include in any registration
statement and offering made pursuant to Section 1(a), authorized but unissued
shares of Common Stock or shares of Common Stock held by the Company as
treasury shares or any other shares of Common Stock as to which it has granted
registration rights.

3 Registration Procedures. With respect to the Company's
obligation provided for in Section of this Agreement, the Company shall, as
expeditiously as possible but no later than Thirty (30) days from the date
first above written:

a. prepare and file with the Commission a registration
statement on an appropriate registration form of the Commission for the
disposition of such Registrable Securities in accordance with the intended
method of disposition thereof, and such registration statement shall comply as
to form in all material respects with the requirements of the applicable form
and include all financial statements required by the Commission to be filed
therewith, and the Company shall use its best efforts to cause such
registration statement to become and remain effective.

b. prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for such period as any seller of Registrable Securities pursuant to
such registration statement shall request and to comply with the provisions of
the Securities Act with respect to the sale or other disposition of all
Registrable Securities covered by such registration statement;

c. furnish, without charge, to each seller of such
Registrable Securities and each underwriter, if any, of the securities covered
by such registration statement such number of copies of such registration
statement, each amendment and supplement thereto (in each case including all
exhibits), and the prospectus included in such registration statement
(including each preliminary prospectus) in conformity with the requirements of
the Securities Act, and other documents, as such seller and underwriter may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Securities owned by such seller (the Company hereby
consenting to the use in accordance with all applicable law of each such
registration

3
6

statement (or amendment or post-effective amendment thereto) and each such
prospectus (or preliminary prospectus or supplement thereto) by each such
seller of Registrable Securities and the underwriters, if any, in connection
with the offering and sale of the Registrable Securities covered by such
registration statement or prospectus);

d. use its best efforts to register or qualify the
Registrable Securities covered by such registration statement under such other
securities or "blue sky" laws of such jurisdictions as any sellers of
Registrable Securities shall reasonably request, and do any and all other acts
and things which may be reasonably necessary or advisable to enable such
sellers or underwriter, if any, to consummate the disposition of the
Registrable Securities in such jurisdictions, except that in no event shall the
Company be required to qualify to do business as a foreign corporation in any
jurisdiction where it would not, but for the requirements of this clause d, be
required to be so qualified, to subject itself to taxation in any such
jurisdiction or to consent to general service of process in any such
jurisdiction;

e. promptly notify each Holder selling Registrable
Securities covered by such registration statement: (i) when the registration
statement, any pre-effective amendment, the prospectus or any prospectus
supplement related thereto or post-effective amendment to the registration
statement has been filed and, with respect to the registration statement or any
post effective amendment, when the same has become effective; (ii) of any
request by the Commission or state securities authority for amendments or
supplements to the registration statement or the prospectus related thereto or
for additional information; (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the registration statement or the
initiation of any proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of any Registrable Securities for sale under the securities or blue sky laws of
any jurisdiction or the initiation of any proceeding for such purpose; (v) of
the existence of any fact of which the Company becomes aware which results in
the registration statement, the prospectus related thereto or any document
incorporated therein by reference containing an untrue statement of a material
fact or omitting to state a material fact required to be stated therein or
necessary to make any statement therein not misleading; and (vi) if at any time
the representations and warranties contemplated below cease to be true and
correct in all material respects; and, if the notification relates to an event
described in clause (v), the Company shall promptly prepare and furnish to each
such seller and each underwriter, if any, a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein in the light
of the circumstances under which they were made not misleading;

f. comply with all applicable rules and regulations of
the Commission

4
7

g. cause all such Registrable Securities covered by such
registration statement to be listed on the principal securities exchange on
which similar securities issued by the Company are then listed (if any) and,
without limiting the generality of the foregoing, take all actions that may be
required by the Company as the issuer of such Registrable Securities in order
to facilitate the registration of at least two market makers as such with
respect to such shares with the National Association of Securities Dealers,
Inc. (the "NASD");

h. provide and cause to be maintained a transfer agent
and registrar for all such Registrable Securities covered by such registration
statement not later than the effective date of such registration statement;

i. deliver promptly to each Holder copies of all
correspondence between the Commission and the Company, its counsel or auditors
and all memoranda relating to discussions with the Commission or its staff with
respect to the registration statement, other than those portions of any such
correspondence and memoranda which contain information subject to
attorney-client privilege with respect to the Company, and, upon receipt of
such confidentiality agreements as the Company may reasonably request, make
reasonably available for inspection by any seller of such Registrable
Securities covered by such registration statement, and by any attorney,
accountant or other agent retained by any such Holder all pertinent financial
and other records, pertinent corporate documents and properties of the Company,
and cause all of the Company's officers, directors and employees to supply all
information reasonably requested by any such seller, attorney, accountant or
agent in connection with such registration statement;

j. use its best efforts to obtain the withdrawal of any
order suspending the effectiveness of the registration statement;

k. provide a CUSIP number for all Registrable
Securities, not later than the effective date of the registration statement;
and

l. take all such other commercially reasonable actions
as are necessary or advisable in order to expedite or facilitate the
disposition of such Registrable Securities.

The Company may require as a condition precedent to the Company's
obligations under this Agreement that each seller of Registrable Securities as
to which any registration is being effected furnish the Company such
information regarding such seller and the distribution of such securities as
the Company may from time to time reasonably request provided that such
information shall be used only in connection with such registration.

5
8

The Holder agrees that upon receipt of any notice from the Company of
the happening of any event of the kind described in clause (v) of paragraph (e)
of this Section 3 the Holder will discontinue his disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by paragraph (e) of this Section 3 and, if so directed
by the Company, will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in Holder's possession of the
prospectus covering such Registrable Securities that was in effect at the time
of receipt of such notice. In the event the Company shall give any such notice,
the applicable period mentioned in paragraph (b) of this Section 3 shall be
extended by the number of days during such period from and including the date
of the giving of such notice to and including the date when each seller of any
Registrable Securities covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by
paragraph (e) of this Section 3

If any such registration statement or comparable statement under "blue
sky" laws refers to Holder by name or otherwise as the Holder of any securities
of the Company, then Holder shall have the right to require (i) the insertion
therein of language, in form and substance satisfactory to Holder and the
Company, to the effect that the holding by Holder of such securities is not to
be construed as a recommendation by Holder of the investment quality of the
Company's securities covered thereby and that such holding does not imply that
Holder will assist in meeting any future financial requirements of the Company,
or (ii) in the event that such reference to Holder by name or otherwise is not
in the judgment of the Company, as advised by counsel, required by the
Securities Act or any similar federal statute or any state "blue sky" or
securities law then in force, the deletion of the reference to Holder.

4. Registration Expenses.

a. "Expenses" shall mean any and all fees and expenses
incident to the Company's performance of or compliance with Section 3,
including, without limitation: (i) Commission, stock exchange or NASD
registration and filing fees and all listing fees and fees with respect to the
inclusion of securities in NASDAQ, (ii) fees and expenses of compliance with
state securities or "blue sky" laws and in connection with the preparation of a
"blue sky" survey, including, without limitation, reasonable fees and expenses
of blue sky counsel, (iii) printing expenses, (iv) messenger and delivery
expenses, and (v) fees and disbursements of counsel for the Company. All such
Expenses shall be borne by the Company.

b. Notwithstanding the foregoing, (x) the provisions of
this Section 4 shall be deemed amended to the extent necessary to cause these
expense provisions to comply with "blue sky" laws of each state in which the
offering is made and (y) the Company shall be responsible for all its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties).

6
9

5. No Required Sale. Nothing in this Agreement shall be deemed to
create an independent obligation on the part of the Holder to sell any
Registrable Securities pursuant to any effective registration statement.

6. Indemnification.

a. In the event of any registration of the Registrable
Securities of the Company under the Securities Act pursuant to this Agreement,
the Company will, and hereby does, indemnify and hold harmless, to the fullest
extent permitted by law, the seller of any Registrable Securities covered by
such registration statement, its directors, officers, fiduciaries, employees
and stockholders or general and limited partners (and the directors, officers,
employees and stockholders thereof, each other individual, partnership, joint
venture, corporation, trust, unincorporated organization or government or any
department or agency thereof (each, a "Person") who participates as an
underwriter, if any, in the offering or sale of such securities, each officer,
director, employee, stockholder or partner of such underwriter, and each other
Person, if any, who controls such seller or any such underwriter within the
meaning of the Securities Act, against any and all losses, claims, damages or
liabilities, joint or several, actions or proceedings (whether commenced or
threatened) in respect thereof ("Claims") and expenses (including reasonable
fees of counsel and any amounts paid in any settlement effected with the
Company's consent, which consent shall not be unreasonably withheld or delayed)
to which each such indemnified party may become subject under the Securities
Act or otherwise, insofar as such Claims or expenses arise out of or are based
upon (i) any untrue statement or alleged untrue statement of a material fact
contained in any registration statement under which such securities were
registered under the Securities Act or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, (ii) any untrue statement or
alleged untrue statement of a material fact contained in any preliminary, final
or summary prospectus or any amendment or supplement thereto, together with the
documents incorporated by reference therein, or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (iii) any
violation by the Company of any federal, state or common law rule or regulation
applicable to the Company and relating to action required of or inaction by the
Company in connection with any such registration, and the Company will
reimburse any such indemnified party for any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such Claim as such expenses are incurred; provided, that the
Company shall not be liable to any such indemnified party in any such case to
the extent such Claim or expense arises out of or is based upon any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission of a material fact made in such registration statement or amendment
thereof or supplement thereto or in any such prospectus or any preliminary,
final or summary prospectus in reliance upon and in conformity with written
information

7
10

furnished to the Company by or on behalf of such indemnified party specifically
for use therein. Such indemnity and reimbursement of expenses shall remain in
full force and effect regardless of any investigation made by or on behalf of
such indemnified party and shall survive the transfer of such securities by
such seller.

b. Each Holder of Registrable Securities that are included in the
securities as to which any registration is being effected shall, severally and
not jointly, indemnify and hold harmless (in the same manner and to the same
extent as set forth in paragraph (a) of this Section to the extent permitted by
law the Company, its officers and directors, each Person controlling the
Company within the meaning of the Securities Act. and all other prospective
sellers and their directors, officers, general and limited partners and
respective controlling Persons with respect to any untrue statement or alleged
untrue statement of any material fact in, or omission or alleged omission of
any material fact from, such registration statement, any preliminary, final or
summary prospectus contained therein, or any amendment or supplement thereto,
if such statement or alleged statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company or its representatives by or on behalf of such Holder or underwriter,
if any, specifically for use therein and reimburse such indemnified party for
any legal or other expenses reasonably incurred in connection with
investigating or defending any such Claim as such expenses are incurred,
provided, however, that the aggregate amount which any such Holder shall be
required to pay pursuant to this Agreement shall in no case be greater than the
amount of the net proceeds received by such person upon the sale of the
Registrable Securities pursuant to the registration statement giving rise to
such claim. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such indemnified party and shall
survive the transfer of such securities by such Holder.

c. Indemnification similar to that specified in the preceding
paragraphs (a) and (b) (with appropriate modifications) shall be given by the
Company and each seller of Registrable Securities with respect to any required
registration or other qualification of securities under any state securities
and "blue sky" laws.

d. Any person entitled to indemnification under this Agreement
shall notify promptly the indemnifying party in writing of the commencement of
any action or proceeding with respect to which a claim for indemnification may
be made pursuant to this Section but the failure of any indemnified party to
provide such notice shall not relieve the indemnifying party of its obligations
under the preceding paragraphs of this Section except to the extent the
indemnifying party is materially prejudiced thereby and shall not relieve the
indemnifying party from any liability which it may have to any indemnified
party otherwise than under this Section. In case any action or proceeding is
brought against an indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, unless in the reasonable opinion of outside counsel to
the indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, to assume the defense
there of jointly with any other

8
11

indemnifying party similarly notified, to the extent that it chooses, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party that it so chooses, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation; provided, however, that (i) if the
indemnifying party fails to take reasonable steps necessary to defend
diligently the action or proceeding within 20 days after receiving notice from
such indemnified party that the indemnified party believes it has failed to do
so; or (ii) if such indemnified party who is a defendant in any action or
proceeding which is also brought against the indemnifying party reasonably
shall have concluded that there may be one or more legal defenses available to
such indemnified party which are not available to the indemnifying party; or
(iii) if representation of both parties by the same counsel is otherwise
inappropriate under applicable standards of professional conduct, then, in any
such case, the indemnified party shall have the right to assume or continue its
own defense as set forth above (but with no more than one firm of counsel for
all indemnified parties in each jurisdiction, except to the extent any
indemnified party or parties reasonably shall have concluded that there may be
legal defenses available to such party or parties which are not available to
the other indemnified parties or to the extent representation of all
indemnified parties by the same counsel is otherwise inappropriate under
applicable standards of professional conduct) and the indemnifying party shall
be liable for any expenses therefor. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (A) includes an unconditional release of the indemnified party from
all liability arising out of such action or claim and (B) does not include a
statement as to or an admission of fault, culpability or a failure to act, by
or on behalf of any indemnified party.

e. If for any reason the previous sections is unavailable or is
insufficient to hold harmless an indemnified party under the previous Sections
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of any Claim in such proportion as is
appropriate to reflect the relative fault of the indemnifying party, on the one
hand, and the indemnified party, on the other hand, with respect to such
offering of securities. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party or the indemnified
party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. If,
however, the allocation provided in the second preceding sentence is not
permitted by applicable law, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party in such

9
12

proportion as is appropriate to reflect not only such relative faults but also
the relative benefits of the indemnifying party and the indemnified party as
well as any other relevant equitable considerations. The parties hereto agree
that it would not be just and equitable if contributions pursuant to this
Section were to be determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the preceding sentences of this Section. The amount paid or payable in
respect of any Claim shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such Claim. 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. Notwithstanding anything in this Section to the contrary,
no indemnifying party (other than the Company) shall be required pursuant to
this Section to contribute any amount in excess of the net proceeds received by
such indemnifying party from the sale of Registrable Securities in the offering
to which the losses, claims, damages or liabilities of the indemnified parties
relate, less the amount of any indemnification payment made pursuant to this
Sections.

f. The indemnity agreements contained herein shall be in
addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract and shall remain
operative and in full force and effect regardless of any investigation made or
omitted by or on behalf of any indemnified party and shall survive the transfer
of the Registrable Securities by any such party.

g. The indemnification and contribution required by this
Section shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.

7. General.

a. Adjustments Affecting Registrable Securities. The
Company agrees that it shall not effect or permit to occur any combination or
subdivision of shares which would adversely affect the ability of the Holder of
any Registrable Securities to include such Registrable Securities in any
registration contemplated by this Agreement or the marketability of such
Registrable Securities in any such registration.

b. Rule 144. The Company covenants that it will timely
file the reports required to be filed by it under the Securities Act or the
Exchange Act (including, but not limited to, the reports under Sections 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under
the Securities Act), and will take such further action as any Holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by

10
13

(i) Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or (ii) any similar rule or regulation hereafter adopted by the
Commission. Upon the request of any Holder of Registrable Securities, the
Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

c. Nominees for Beneficial Owners. If Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its option, be treated as the Holder of such
Registrable Securities for purposes of any request or other action by the
Holder of Registrable Securities pursuant to this Agreement (or any
determination of any number or percentage of shares constituting Registrable
Securities held by the Holder of Registrable Securities contemplated by this
Agreement); provided that the Company shall have received assurances reasonably
satisfactory to it of such beneficial ownership.

d. Amendments and Waivers. This Agreement may be
amended, modified, supplemented or waived only upon the written agreement of
the party against whom enforcement of such amendment, modification, supplement
or waiver is sought.

e. Notices. Except as otherwise provided in this
Agreement, notices and other communications under this Agreement shall be in
writing and delivered personally, by telecopy (with confirmation sent within
three business days by overnight courier) or by overnight courier, addressed to
such party at the address set forth below:

If to EMI: Educational Medical, Inc.
0000 Xxxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX, 00000
Attn: President

With a copy to: Xxxxxxxxx Xxxxxxx
000 Xxxxx Xxxxxxx Xxxxx
Xxxxx 000 - Xxxx
Xxxx Xxxx Xxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx, Esq.

If to Holder: Xxxxxx Xxxxxx

--------------------
--------------------

With a copy to:
--------------------
--------------------
--------------------
--------------------

11
14

The Holder, by written notice given to the Company in
accordance with this Section 4.5 may change the address to which such notice or
other communications is to be sent to Holder. All such notices and
communications shall be deemed to have been received on the date of delivery
thereof if delivered by hand, on the fifth day after the mailing thereof, if
mailed, on the next day after the sending thereof if by overnight courier, when
answered back if telexed and when receipt is acknowledged, if telecopied.

8. Miscellaneous.

a. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and the respective
successors and assigns of the parties hereto, whether so expressed or not. No
Person other than the Holder shall be entitled to any benefits under this
Agreement, except as otherwise expressly provided herein. This Agreement and
the rights of the parties hereunder may be assigned by any of the parties
hereto to any transferee of Registrable Securities.

b. This Agreement (with the documents referred to herein
or delivered pursuant hereto) embodies the entire agreement and understanding
between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof.

c. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware without
giving effect to the conflicts of law principles thereof.

d. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. All
section references are to this Agreement unless otherwise expressly provided.

e. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

f. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.

12
15

at law. Any such person shall, therefore, be entitled to injunctive relief
including specific performance, to enforce such obligations, without the
posting of any bond and if any action should be brought in equity to enforce
any of the provisions of this Agreement, none of the parties hereto shall raise
the defense that there is an adequate remedy at law.

h. Each party hereto shall do and perform or cause to be
done and performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments, and documents as
any other party hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

9. No Inconsistent Agreements. Without the prior written consent
of each of the parties to this Agreement, neither the Company nor the Holder
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities which is inconsistent with the rights granted in this
Agreement or otherwise conflicts with the provisions hereof.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.

EDUCATIONAL MEDICAL, INC.

By: /s/ Xxxx X. Xxxxxx
-----------------------
Authorized Signatory

/s/ Xxxxxx Xxxxxx
---------------------------
XXXXXX XXXXXX

13
16

REGISTRATION RIGHTS AGREEMENT

BY AND BETWEEN

EDUCATIONAL MEDICAL, INC.

AND

XXXXXX X. XXXXXX

DATED AS OF FEBRUARY 14, 1998
17

TABLE OF CONTENTS

Page
----

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of February 14, 1998 (the
"Agreement"), by and between Educational Medical, Inc., a Delaware corporation
(the "Company"), and Xxxxxx X. Xxxxxx, an individual residing within the State
of Pennsylvania (the "Holder").

The Company, CHI Acquisition Corp., a Delaware corporation (the
"Buyer"), the Holder, Xxxxxx Xxxxxx and Xxxxx Xxxxx have entered into a Stock
Purchase Agreement dated February 14, 1998 (the "Stock Purchase Agreement")
pursuant to which the Buyer shall purchase all of the issued and outstanding
shares of Common Stock of Computer Hardware Service Company, Inc., a
Pennsylvania corporation, in consideration for the Purchase Price as more
particularly set forth in the Agreement, including, without limitation, a
certain number of shares of the Company's Common Stock (the "Holder's Shares").

The parties hereto desire to provide certain registration rights with
respect to the Holders' Shares.

Accordingly, the parties hereto agree as follows:

1. Certain Definitions. As used in this Agreement, the following
terms shall have the meanings ascribed to them below:

a. "Commission": the Securities and Exchange
Commission.

b. "Exchange Act": the Securities Exchange Act of 1934,
as amended.

c. "Holder": As defined in the recitals above.

d. "Holder's Shares": As defined in the recitals above.

e. "Person": any natural person, corporation,
partnership, firm, association, trust, government, governmental agency or other
entity, whether acting in an individual, fiduciary or other capacity.

with the requirements of paragraphs (c), (e), (f) and (g) of Rule 144
(notwithstanding the provisions of paragraph (k) of such Rule).

g. "Securities Act": the Securities Act of 1933, as
amended.

2. Registration Rights.

2
20

statement covering the Registrable Securities covered by the withdrawn
registration statement and such registration statement shall have been declared
effective and shall not have been withdrawn. If the Company shall give any
notice of withdrawal or postponement of a registration statement, the Company
shall, at such time as the Valid Business Reason that caused such withdrawal or
postponement no longer exists (but in no event later than two months alter the
date of the postponement), use its best efforts to effect the registration
under the Securities Act of the Registrable Securities covered by the withdrawn
or postponed registration statement in accordance with this Section (unless the
Holder shall have consented otherwise).

3
21

prospectus (or preliminary prospectus or supplement thereto) by each such
seller of Registrable Securities and the underwriters, if any, in connection
with the offering and sale of the Registrable Securities covered by such
registration statement or prospectus);

f. comply with all applicable rules and regulations of
the Commission

4
22

j. use its best efforts to obtain the withdrawal of any
order suspending the effectiveness of the registration statement;

k. provide a CUSIP number for all Registrable
Securities, not later than the effective date of the registration statement;
and

l. take all such other commercially reasonable actions
as are necessary or advisable in order to expedite or facilitate the
disposition of such Registrable Securities.

The Holder agrees that upon receipt of any notice from the Company of
the happening of any event of the kind described in clause (v) of paragraph (e)
of this

5
23

Section 3 the Holder will discontinue his disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities
until Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by paragraph (e) of this Section 3 and, if so directed by the
Company, will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies, then in Holder's possession of the prospectus
covering such Registrable Securities that was in effect at the time of receipt
of such notice. In the event the Company shall give any such notice, the
applicable period mentioned in paragraph (b) of this Section 3 shall be
extended by the number of days during such period from and including the date
of the giving of such notice to and including the date when each seller of any
Registrable Securities covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by
paragraph (e) of this Section 3

4. Registration Expenses.

6
24

6. Indemnification.

7
25

therein. Such indemnity and reimbursement of expenses shall remain in full
force and effect regardless of any investigation made by or on behalf of such
indemnified party and shall survive the transfer of such securities by such
seller.

8
26

reasonably satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party),
and after notice from the indemnifying party to such indemnified party that it
so chooses, the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of
investigation; provided, however, that (i) if the indemnifying party fails to
take reasonable steps necessary to defend diligently the action or proceeding
within 20 days after receiving notice from such indemnified party that the
indemnified party believes it has failed to do so; or (ii) if such indemnified
party who is a defendant in any action or proceeding which is also brought
against the indemnifying party reasonably shall have concluded that there may
be one or more legal defenses available to such indemnified party which are not
available to the indemnifying party; or (iii) if representation of both parties
by the same counsel is otherwise inappropriate under applicable standards of
professional conduct, then, in any such case, the indemnified party shall have
the right to assume or continue its own defense as set forth above (but with no
more than one firm of counsel for all indemnified parties in each jurisdiction,
except to the extent any indemnified party or parties reasonably shall have
concluded that there may be legal defenses available to such party or parties
which are not available to the other indemnified parties or to the extent
representation of all indemnified parties by the same counsel is otherwise
inappropriate under applicable standards of professional conduct) and the
indemnifying party shall be liable for any expenses therefor. No indemnifying
party shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (A) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (B) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.

9
27

benefits of the indemnifying party and the indemnified party as well as any
other relevant equitable considerations. The parties hereto agree that it would
not be just and equitable if contributions pursuant to this Section were to be
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
preceding sentences of this Section. The amount paid or payable in respect of
any Claim shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such Claim. 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. Notwithstanding anything in this Section to the contrary, no
indemnifying party (other than the Company) shall be required pursuant to this
Section to contribute any amount in excess of the net proceeds received by such
indemnifying party from the sale of Registrable Securities in the offering to
which the losses, claims, damages or liabilities of the indemnified parties
relate, less the amount of any indemnification payment made pursuant to this
Sections.

7. General.

10
28

or (ii) any similar rule or regulation hereafter adopted by the Commission.
Upon the request of any Holder of Registrable Securities, the Company will
deliver to such Holder a written statement as to whether it has complied with
such requirements.

If to EMI: Educational Medical, Inc.
0000 Xxxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX, 00000
Attn: President

With a copy to: Xxxxxxxxx Xxxxxxx
000 Xxxxx Xxxxxxx Xxxxx
Xxxxx 000 - Xxxx
Xxxx Xxxx Xxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx, Esq.

If to Holder: Xxxxxx X. Xxxxxx

--------------------
--------------------

With a copy to:
--------------------
--------------------
--------------------
--------------------

The Holder, by written notice given to the Company in
accordance with this Section 4.5 may change the address to which such notice or
other communications

11
29

is to be sent to Holder. All such notices and communications shall be deemed to
have been received on the date of delivery thereof if delivered by hand, on the
fifth day after the mailing thereof, if mailed, on the next day after the
sending thereof if by overnight courier, when answered back if telexed and when
receipt is acknowledged, if telecopied.

8. Miscellaneous.

c. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware without
giving effect to the conflicts of law principles thereof.

e. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

g. It is hereby agreed and acknowledged that it will be
impossible to measure in money the damages that would be suffered if the
parties fail to comply with any of the obligations herein imposed on them and
that in the event of any such failure, an aggrieved person will be irreparably
damaged and will not have an adequate remedy at law. Any such person shall,
therefore, be entitled to injunctive relief including specific performance, to
enforce such obligations, without the posting of any bond and if any

12
30

action should be brought in equity to enforce any of the provisions of this
Agreement, none of the parties hereto shall raise the defense that there is an
adequate remedy at law.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.

EDUCATIONAL MEDICAL, INC.

By: /s/ Xxxx X. Xxxxxx
----------------------------
Authorized Signatory

/s/ Xxxxxx X. Xxxxxx
--------------------------------
XXXXXX X. XXXXXX

Document Metadata

Table of Contents

BY AND BETWEEN

Document Metadata