Form of Registration Rights Agreement


                      
                      FORM OF REGISTRATION RIGHTS AGREEMENT
                                          
     1.   INCIDENTAL REGISTRATION.  At any time, and from time to time, after 
the Company has completed an initial public offering of its common stock 
pursuant to a registration statement filed with the Securities and Exchange 
Commission (the "Commission"), each time the Company shall determine to 
proceed with the actual preparation and filing of a registration statement 
under the Securities Act in connection with the proposed offer and sale for 
money of any of its securities by it or any of its security holders, the 
Company will give written notice of its determination to all record holders 
of Purchased Shares.  Upon the written request of a record holder of any 
shares of Purchased Shares given within 15 days after receipt of any such 
notice from the Company, the Company will, except as herein provided, cause 
all such shares of Purchased Shares, the record holders of which have so 
requested registration thereof, to be included in such registration 
statement, all to the extent requisite to permit the sale or other 
disposition by the prospective seller or sellers of the Purchased Shares to 
be so registered; provided, however, that nothing herein shall prevent the 
Company from, at any time, abandoning or delaying any such registration 
initiated by it. If any registration pursuant to this section shall be 
underwritten in whole or in part, the Company may require that the Purchased 
Shares requested for inclusion pursuant to this section be included in the 
underwriting on the same terms and conditions as the securities otherwise 
being sold through the underwriters.  In the event that the aggregate number 
of Purchased Shares requested for inclusion pursuant to this section would 
constitute more than ten percent (10%) of the total number of shares to be 
included in a proposed underwritten public offering, and if in the good faith 
judgement of the managing underwriter of such public offering the inclusions 
of all of the Purchased Shares originally covered by a request for 
registration would reduce the number of shares to be offered by the Company 
or interfere with the successful marketing of the shares of stock offered by 
the Company, the number of shares of Purchased Shares otherwise to be 
included in the underwritten public offering may be reduced pro rata among 
the holders thereof requesting such registration; provided, however, that 
after any such required reduction the Purchased Shares to be included in such 
offering shall constitute at least ten percent (10%) of the total number of 
shares to be included in such offering.  Those shares of Purchased Shares 
which are thus excluded from the underwritten public offering shall be 
withheld from the market by the holders thereof for a period, not to exceed 
90 days, which the managing underwriter reasonably determines is necessary in 
order to effect the underwritten public offering.
                                          
     2.   REGISTRATION PROCEDURES.  If and whenever the Company is required 
by the provisions of Section 1 to effect the registration of any Purchased 
Shares under the Securities Act, the Company will:
                                          
          (a)  prepare and file with the Commission a registration statement 
     with respect to such securities, and use its best efforts to cause such 
     registration statement to become and remain effective for such period as 
     may be reasonably necessary to effect the sale of such securities, not to 
     exceed three (3) months;
                                          
          (b)  prepare and file with the Commission such amendments to such
     registration statement and supplements to the prospectus contained therein 
     as may be 



     necessary to keep such registration statement effective for such period as 
     may be reasonably necessary to effect the sale of such  securities, not to 
     exceed three (3) months;
                                          
          (c)  furnish to the security holders participating in such 
     registration and to the underwriters of the securities being registered 
     such reasonable number of copies of the registration statement, preliminary
     prospectus, final prospectus and such other documents as such security 
     holders and underwriters may reasonably request in order to facilitate the 
     public offering of such securities;
                                          
          (d)  use its best efforts to register or qualify the securities 
     covered by such registration statement under such state securities or blue 
     sky laws of such jurisdictions as such participating holders may reasonably
     request within 20 days following the original filing of such registration 
     statement, except that the Company shall not for any purpose be required 
     to execute a general consent to service of process or to qualify to do 
     business as a foreign corporation in any jurisdiction wherein it is not so 
     qualified;
                                          
          (e)  notify the security holders participating in such registration, 
     promptly after it shall receive notice thereof, of the time when such 
     registration statement has become effective or a supplement to any 
     prospectus forming a part of such registration statement has been filed;
                                          
          (f)  notify such holders promptly of any request by the Commission for
     the amending or supplementing of such registration statement or prospectus 
     or for additional information;
                                          
          (g)  prepare and file with the Commission, promptly upon the request 
     of any such holders, any amendments or supplements to such registration 
     statement or prospectus which, in the opinion of counsel for such holders 
     (and concurred in by counsel for the Company), is required under the 
     Securities Act or the rules and regulations thereunder in connection with 
     the distribution of the Purchased Shares by such holder;
                                          
          (h)  prepare and promptly file with the Commission and promptly notify
     such holders of the filing of such amendment or supplement to such 
     registration statement or prospectus as may be necessary to correct any 
     statements or omissions if, at the time when a prospectus relating to such 
     securities is required to be delivered under the Securities Act, any event 
     shall have occurred as the result of which any such prospectus or any other
     prospectus as then in effect would include an untrue statement of a 
     material fact or omit to state any material fact necessary to make the 
     statements therein, in the light of the circumstances in which they were 
     made, not misleading;
                                          
          (i)  advise such holders, promptly after it shall receive notice or 
     obtain knowledge thereof, of the issuance of any stop order by the 
     Commission suspending the effectiveness of such registration statement or 
     the initiation or threatening of any proceeding for that purpose and 
     promptly use its best efforts to prevent the issuance of any stop order or 
     to obtain its withdrawal if such stop order should be issued;
                                          
          (j)  not file any amendment or supplement to such registration 
     statement or prospectus to which a majority in interest of such holders 
     shall have reasonably objected 



     on the grounds that such amendment or supplement does not comply in all 
     material respects with the requirements of the Securities Act or the rules 
     and regulations thereunder, after having been furnished with a copy thereof
     at least five business days prior to the filing thereof, unless in the 
     opinion of counsel for the Company the filing of such amendment or 
     supplement is reasonably necessary to protect the Company from any 
     liabilities under any applicable federal or state law and such filing will 
     not violate applicable law; and
                                          
          (k)  at the request of any such holder, furnish on the effective date 
     of the registration statement and, if such registration includes an 
     underwritten public offering, at the closing provided for in the 
     underwriting agreement: (i) opinions, dated such respective dates, of the 
     counsel representing the Company for the purposes of such registration, 
     addressed to the underwriters, if any, and to the holder or holders making 
     such request, covering such matters as such underwriters and holder or 
     holders may reasonably request, in which opinion such counsel shall state 
     (without limiting the generality of the foregoing) that (a) such 
     registration statement has become effective under the Securities Act; 
     (b) to the best of such counsel's knowledge no stop order suspending the
     effectiveness thereof has been issued and no proceedings for that purpose 
     have been instituted or are pending or contemplated under the Securities 
     Act; (c) the registration statement and each amendment or supplement 
     thereto comply as to form in all material respects with the requirements of
     the Securities Act and the applicable rules and regulations of the 
     Commission thereunder (except that such counsel need express no opinion 
     as to financial statements contained therein); (d) to the best of the 
     knowledge of such counsel neither the registration statement nor any 
     amendment nor supplement thereto contains any untrue statement of a 
     material fact or omits to state a material fact required to be stated 
     therein or necessary to make the statements therein not misleading (except 
     that such counsel need express no opinion as to financial statements
     contained therein); (e) the description in the registration statement or 
     any amendment or supplement thereto of legal and governmental proceedings 
     and contracts are accurate and fairly present the information required to 
     be shown; and (f) such counsel does not know of any legal or governmental 
     proceedings, pending or threatened, required to be described in the 
     registration statement or any amendment or supplement thereto which are 
     not described as required nor of any contracts or documents or instruments 
     of the character required to be described in the registration statement 
     or amendment or supplement thereto or to be filed as exhibits to the 
     registration statement, which are not described or filed as required; 
     and (ii) letters, dated such respective dates, from the independent 
     certified public accountants of the Company, addressed to the underwriters,
     if any, and to the holder or holders making such request, covering such 
     matters as such underwriters and holder or holders may reasonably request,
     in which letters such accountants shall state (without limiting the 
     generality of the foregoing) that they are independent certified public 
     accountants within the meaning of the Securities Act and that in the 
     opinion of such accountants the financial statements and other financial 
     data of the Company included in the registration statement or any amendment
     or supplement thereto comply in all material respects with the applicable 
     accounting requirements of the Securities Act.
                                                                         
     3.   EXPENSES.  With respect to any registration, including 
registrations pursuant to Form S-3, the Company shall bear the following 
fees, costs and expenses:  all registration, filing 



and NASD fees, printing expenses, fees and disbursements of counsel and 
accountants for the Company, fees and disbursements or counsel for the 
underwriter or underwriters of such securities (if the Company and/or 
selling security holders are required to bear such fees and disbursements), 
all internal Company expenses, the premiums and other costs of policies of 
insurance against liability arising out of the public offering, and all 
legal fees and disbursements and other expenses of complying with state 
securities or blue sky laws of any jurisdictions in which the securities to 
be offered are to be registered or qualified.  Fees and disbursements of 
counsel and accountants for the selling security holders, underwriting 
discounts and commissions and transfer taxes for selling security holders 
and any other expenses incurred by the selling security holders not expressly 
included above shall be borne by the selling security holders.
                                          
     4.   INDEMNIFICATION.  In the event that any Purchased Shares are 
included in a registration statement under Section 1:
                                          
          (a)  The Company will indemnify and hold harmless each holder of 
     Purchased Shares which are included in a registration statement pursuant 
     to the provisions of Section 1 and any underwriter (as defined in the 
     Securities Act) for such holder and each person, if any, who controls 
     such holder or such underwriter within the meaning of the Securities 
     Act, from and against any and all loss, damage, liability, cost and 
     expense to which such holder or any such underwriter or controlling 
     person may become subject under the Securities Act or otherwise, insofar 
     as such losses, damages, liabilities, costs or expenses are caused by 
     any untrue statement or alleged untrue statement of any material fact 
     contained in such registration statement, any prospectus contained 
     therein or any amendment or supplement thereto, or arise out of or are 
     based upon the omission or alleged omission to state therein a material 
     fact required to be stated therein or necessary to make the statements 
     therein, in light of the circumstances in which they were made, not 
     misleading; provided, however, that the Company will not be liable in 
     any such case to the extent that any such loss, damage, liability, cost 
     or expense arises out of or is based upon an untrue statement or alleged 
     untrue statement or omission or alleged omission so made in conformity 
     with information furnished by such holder, such underwriter or such 
     controlling person.
                                          
          (b)  Each holder of Purchased Shares which are included in a 
     registration pursuant to the provisions of Section 1 will indemnify and 
     hold harmless the Company, any controlling person and any underwriter 
     from and against any and all loss, damage, liability, cost or expense to 
     which the Company or any controlling person and/or any underwriter may 
     become subject under the Securities Act or otherwise, insofar as such 
     losses, damages, liabilities, costs or expenses are caused by any untrue 
     or alleged untrue statement of any material fact contained in such 
     registration statement, any prospectus contained therein or any 
     amendment or supplement thereto, or arise out of or are based upon the 
     omission or the alleged omission to state therein a material fact 
     required to be stated therein or necessary to make the statements 
     therein, in light of the circumstances in which they were made, not 
     misleading, in each case to the extent, but only to the extent, that 
     such untrue statement or alleged untrue statement or omission or alleged 
     omission was so made in reliance upon and in strict conformity with 
     information furnished by such holder.


                                          
          (c)  Promptly after receipt by an indemnified party pursuant to the 
     provisions of paragraph (a) or (b) of this section of notice of the 
     commencement of any action involving the subject matter of the foregoing 
     indemnity provisions, such indemnified party will, if a claim thereof is 
     to be made against the indemnifying party pursuant to the provisions of 
     said paragraph (a) or (b), promptly notify the indemnifying party of the 
     commencement thereof; but the omission to so notify the indemnifying 
     party will not relieve it from any liability which it may have to any 
     indemnified party otherwise than hereunder. In case such action is 
     brought against any indemnified party and it notifies the indemnifying 
     party of the commencement thereof, the indemnifying party shall have the 
     right to participate in, and, to the extent that it may wish, jointly 
     with any other indemnifying party similarly notified, to assume the 
     defense thereof, with counsel satisfactory to such indemnified party; 
     provided, however, if the defendants in any action include both the 
     indemnified party and the indemnifying party and there is a conflict of 
     interest which would prevent counsel for the indemnifying party from 
     also representing the indemnified party, the indemnified party or 
     parties shall have the right to select separate counsel to participate 
     in the defense of such action on behalf of such indemnified party or 
     parties. After notice from the indemnifying party to such indemnified 
     party of its election so to assume the defense thereof, the indemnifying 
     party will not be liable to such indemnified party pursuant to the 
     provisions of said paragraph (a) or (b) for any legal or other expense 
     subsequently incurred by such indemnified party in connection with the 
     defense thereof other than reasonable costs of investigation, unless (i) 
     the indemnified party shall have employed counsel in accordance with the 
     proviso of the preceding sentence, (ii) the indemnified party shall not 
     have employed counsel satisfactory to the indemnified party to represent 
     the indemnfied party within a reasonable time after the notice of the 
     commencement of the action, or (iii) the indemnifying party has 
     authorized the employment of counsel for the indemnified party at the 
     expense of the indemnifying party.
                                          
     5.   REGISTRATION RIGHTS OF TRANSFEREES. The registration rights granted 
to the holders of Purchased Shares pursuant to the provisions hereof shall 
also be for the benefit of, and enforceable by, any subsequent holder of 
Purchased Shares who is (i) a family member of any individual Investor, or 
(ii) a trust, limited liability company or other entity formed for the 
benefit of any of Investor's family members or descendents.