INVESTORS RIGHTS AGREEMENT

THIS  IS  AN  INVESTORS  RIGHTS  AGREEMENT (this  "Agreement"),dated as of this
March 8, 2000, by and among ABC-NACO INC., a Delaware corporation (the "Corpora-
tion"), having its principal office at 2001 Butterfield Road, Suite 502, Downers
Grove, Illinois 60515, FURMAN SELZ INVESTORS II L.P., a Delaware limited partner
ship, having its principal office at 55 East 52 Street, New York, New York 10055
("FSI-II"), FS  EMPLOYEE  INVESTORS  LLC, a Delaware limited liability company,
having  its  principal  office at  55 East  52 Street,  New York, New York 10055
("FSE"), and FS  PARALLEL  FUND L.P., a Delaware limited partnership, having its
principal  office  at 55 East 52 Street, New York, New York 10055-0002 ("FSP"),
and together with FSI-II and FSE, individually referred to as an "Investor"
and  collectively  as  the  "Investors").

                                   BACKGROUND
                                   ----------

A.     The  Corporation  is  a corporation duly organized and existing under the
laws  of  the  State of Delaware with an authorized capitalization of 26,000,000
shares  of  which  (a)  1,000,000  shares  are authorized as Preferred Stock (as
defined  below), of which 300,000 shares have been designated Series B Preferred
Stock (as defined below) and are issued and outstanding as of this date; and (b)
25,000,000  shares  are  authorized  as  Common  Stock  (as  defined  below).

B.     The  Corporation  and  the Investors have entered into the Stock Purchase
Agreement  (as  defined  below).

C.     The  Investors  own  in connection with the Closing of the Stock Purchase
Agreement  that  number  of shares of the Corporation's Series B Preferred Stock
(including  any shares hereafter acquired by the Investors, and their successors
or  assigns  from  any  person  by  any means, including without limitation, any
acquisition  by  gift,  purchase,  dividend,  conversion,  stock  split, recapi-
lization  or otherwise,  collectively, the "Shares") set forth opposite the name
of each Investor on Schedule I attached hereto. It is deemed to be in the  best
interest  of  the  Corporation  that  provision  be made for the continuity and
stability of the business and policies of the Corporation and, to that end, the
Corporation  and  each  of  the  Investors hereby set forth their agreement with
respect  to  the  Shares.

NOW,  THEREFORE, in consideration of the premises and of the mutual consents and
obligations  hereinafter  set  forth, the parties hereto hereby further agree as
follows:

SECTION  1.  DEFINITIONS.  All  capitalized terms used in this Agreement shall
have  the meaning assigned to them elsewhere in this Agreement or as specified
below:

     "Affiliate"  of  a  person  means (i) a person that directly or indirectly,
through  one  or  more  intermediaries,  controls,  is controlled by or is under
common  control  with,  the first mentioned person, and (ii) "associate", as the
term is defined in Rule 12b-2 promulgated under the Exchange Act as in effect as
of  the  date  of  this  Agreement.

     "Certificate  Of Designation" shall have the meaning set forth in the Stock
Purchase Agreement.  A copy of the Certificate of Designation is attached hereto
as  Exhibit  B.

     "Certificate Of Incorporation" means the Corporation's Amended and Restated
Certificate  of  Incorporation, filed in the Office of the Secretary of State of
the  State of Delaware as amended to date, a copy of which is attached hereto as
Exhibit  A.

     "Closing"  means  the  closing  of  the transactions contemplated under the
Stock  Purchase  Agreement.

     "Closing Date" means the date on which the Closing under the Stock Purchase
Agreement  occurs.

     "Commission"  means  the  United States Securities and Exchange Commission.

     "Common Stock" means (a) the Corporation's Common Stock, par value $.0l per
share,  as authorized on the date of this Agreement, (b) any other capital stock
of  any  class or classes (however designated) of the Corporation, authorized on
or  after  the  date  hereof, the holders of which shall have the right, without
limitation  as  to amount, either to all or to a share of the balance of current
dividends  and  liquidating  distributions  after  the  payment of dividends and
distributions  on  any  shares  entitled  to preference under the Certificate of
Incorporation  (as the same may be amended from time to time after the Closing),
and  (c)  any  other  securities  into  which or for which any of the securities
described  in clause (a) or (b) of this definition may be converted or exchanged
pursuant  to  a plan of recapitalization, reorganization, merger, sale of assets
or  otherwise.

     "Conversion  Price"  means,  with respect to the conversion of the Series B
Preferred  Stock  to  Common  Stock,  the average closing price of the Company's
Common Stock for the thirty trading days ending February 17, 2000 as reported by
Bloomberg  rounded up to the nearest dollar, as of the date of execution of this
Agreement,  subject to adjustment as provided in the Certificate of Designation.

     "Default  Dividends" shall have the meaning set forth in the Certificate of
Designation.

     "Documents"  means  this  Agreement,  the  Stock Purchase Agreement and the
Certificate  of  Designation.

     "Exchange  Act"  means the Securities Exchange Act of 1934, as amended, and
the  rules  and regulations of the Commission promulgated thereunder, all as the
same  shall  be  in  effect  at  the  time.

     "Exchange  Act Registration Statement" means a registration statement filed
pursuant  to the Exchange Act, relating to any class of equity securities of the
Corporation.

     "Excluded  Form"  means  a  registration  statement  filed  pursuant to the
Securities  Act  on  Form  S-8,  S-4  or  any  similar  or  successor  forms.

     "Form  S-3" shall mean the form under the Securities Act as is in effect on
the  date  hereof  or  any successor registration forms under the Securities Act
subsequently  adopted  by the Commission which permit inclusion or incorporation
of  substantial  information  by  reference  to  other  documents  filed  by the
Corporation  with  the  Commission.

     "Holder" shall mean any holder of Series B Preferred Stock owning of record
Registrable  Securities  that have not been sold to the public and, for purposes
of  this  Agreement, a record holder of the Series B Preferred Stock convertible
into  such  Registrable  Securities  shall  be  deemed  to be the Holder of such
Registrable  Securities;  provided,  however,  that  the Corporation shall in no
event be obligated to register the Series B Preferred Stock, and that Holders of
Registrable Securities shall not be required to convert their shares of Series B
Preferred  Stock  into Common Stock in order to exercise the registration rights
granted  under  Section  4 hereof, until immediately before the effectiveness of
the  offering  to  which  the  registration  relates.

     "Initiating  Holders"  shall have the meaning set forth in Section 4(d)(ii)
hereof.

     "Material  Adverse  Effect"  shall  mean  (i)  any  adverse  change  in the
condition  (financial   or  otherwise),  assets  (including  without  limitation
tangible and intangible assets), liabilities, business, or results of operations
or  prospects  of  the  Company  or  any  of  its  Subsidiaries,  which  change,
individually  or   in  the  aggregate,  is  material  to  the  Company  and  its
Subsidiaries  taken  as  a whole, or (ii) any event, matter, condition or effect
which  materially  adversely  impairs the ability of the Company to perform on a
timely  basis  its obligations under this Agreement or the Company to consummate
the  transactions  contemplated  by  this  Agreement.

     "NASD"  shall  have  the  meaning  set  forth  in Section 4(c)(xiv) hereof.

     "NASDAQ"  means  the  NASDAQ  National  Market.

     "NYSE"  means  the  New  York  Stock  Exchange.

     "Person"  means and includes an individual, a corporation, a partnership, a
trust, an unincorporated organization and a government or any department, agency
or  political  subdivision  thereof.

     "Register,"  "registered"  and "registration" shall refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities  Act,  and  the  declaration  or  ordering  of  effectiveness of such
registration  statement.

     "Registrable  Securities"  means: (a) all the shares of Common Stock of the
Corporation  issued  or  issuable  upon the conversion of the shares of Series B
Preferred Stock that are now owned or may hereafter be acquired by any Holder or
its  permitted successors and assigns; and (b) any shares of Common Stock of the
Corporation  issued  as  (or  issuable  upon  the  conversion or exercise of any
warrant,  right  or  other  security  which  is  issued  as) a dividend or other
distribution  with  respect to, or in exchange for or in replacement of all such
shares  of Common Stock described in clause (a) of this definition; excluding in
all cases, however, (i) any Registrable Securities sold pursuant to registration
under  the  Securities  Act  or  (ii)  any Registrable Securities publicly sold,
subsequent to the Corporation's initial public offering of securities registered
under  the  Securities  Act, pursuant to Rule 144 (or similar or successor rule)
promulgated  under  the  Securities  Act.

     "Registrable  Securities  then  outstanding"  means the number of shares of
Registrable Securities that are then issued and outstanding or are then issuable
pursuant  to the exercise or conversion of then outstanding and then exercisable
options,  warrants  or  convertible  securities.

     "Registration  Expenses"  shall  have the meaning set forth in Section 4(d)
hereof.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules  and regulations of the Commission promulgated thereunder, all as the same
shall  be  in  effect  at  the  time.

     "Series  B Preferred Stock" shall mean the Corporation's authorized 300,000
shares  of Series B Cumulative Convertible Preferred Stock, par value $ 1.00 per
share,  having   the  designations,  rights,   preferences  and  privileges  and
qualifications, limitations and restrictions of preferred stock set forth in the
Certificate  of  Designation.

     "Subsidiaries"  shall  mean,  when used with reference to a person, means a
corporation or limited liability company, the majority of the outstanding voting
securities  or membership interests of which are owned directly or indirectly by
such  person.

     "Stock  Purchase  Agreement"   shall  mean  the  Preferred  Stock  Purchase
Agreement  dated  as  of February 18, 2000, by and among the Corporation and the
Investors,  as  the  same  may  be  amended  from  time  to  time.

     "Violation"  shall  have  the  meaning set forth in Section 4(i)(i) hereof.

SECTION  2.  Covenants  of  the Corporation Not Surviving Conversion. So long as
any  shares  of the  Series  B Preferred Stock are outstanding, the Corporation
hereby  covenants  and  agrees  as  follows:

     (a)     Reserve for Reserved Shares. The Corporation currently has reserved
an  aggregate  of Four Million (4,000,000) shares of its authorized but unissued
Common  Stock for purposes of effecting the conversion of the shares of Series B
Preferred  Stock  and  paying  the  Investors  dividends  in  Common  Stock. The
Corporation  shall  at  all  times  take  appropriate  steps to reserve and keep
available  out  of  its  authorized but unissued shares of Common Stock, for the
purpose  of  effecting the conversion of the shares of Series B Preferred Stock,
paying  the  Investors dividends in Common Stock and paying Default Dividends in
respect  to  the  Series B Preferred Stock in accordance with the Certificate of
Designation,  and  otherwise  complying  with  the terms of this Agreement, such
additional  number of its duly authorized but unissued shares of Common Stock as
shall be sufficient to effect the conversion of the shares of Series B Preferred
Stock  from  time  to time outstanding, or otherwise to comply with the terms of
this  Agreement.  If at any time the number of authorized but unissued shares of
Common  Stock  shall not be sufficient to effect the conversion of the shares of
Series  B  Preferred  Stock,  or  otherwise  to  comply  with  the terms of this
Agreement  or  the  Certificate  of Designation, the Corporation shall forthwith
take  such  corporate  action as may be necessary to increase its authorized but
unissued  shares of Common Stock to such number of shares as shall be sufficient
for  such  purposes.  The  Corporation  shall obtain any authorization, consent,
approval  or other action by or make any filing with any court or administrative
body  that  may be required under applicable state securities laws in connection
with  the  issuance  of  shares of Common Stock upon conversion of the shares of
Series  B  Preferred  Stock.

     (b)     Strategic  Plan.   In  the  event  that  the  Corporation  has  not
delivered a  copy of the Corporation's  strategic plan (the "Strategic Plan") to
the Investors  prior  to  the   Closing  of  the  Stock  Purchase Agreement, the
Corporation promptly  will   deliver  such  plan  to  the  Investors  as soon as
available.

     (c)     Rule  144.  As set  forth   in Section 4(k) hereto, the Corporation
shall take  all  necessary  action  to  comply with the requirements of Rule 144
under  the  Securities  Act.

SECTION  3.  Covenants  of  the Corporation  Surviving Conversion. At all times
from the date of this Agreement the Corporation  hereby agrees to the following
covenants:

     (a)    NASDAQ Listing.  The Corporation shall take all actions necessary or
appropriate  to  ensure that the shares of stock issuable upon conversion of the
Series  B Preferred Stock are listed or authorized to be quoted on the NASDAQ or
listed  on  any national securities exchange on which shares of Common Stock are
then  listed.  The Corporation will take all actions necessary or appropriate to
ensure  that  it maintains a public market for its Common Stock on NASDAQ or the
NYSE.

     (b)     Meetings with Management.  The  Corporation  shall  arrange for and
make  available  members  of its executive management to meet with the Investors
and  their  representatives,  at  such  times  as the Investors shall reasonably
request, but no less frequently than  on a quarterly basis (if so requested), to
discuss with the Investors and their representatives the Corporation's business,
results  of  operations, financial statements, prospects and any other topics or
issues that the Investors may reasonably request to be reviewed and discussed at
such  meetings.

     (c)     Registration  Rights.  The  Corporation  shall  take  all necessary
action  to give effect to the registration rights set forth in Section 4 hereto.

     (d)     Securities  Filings.  The  Corporation  shall take all necessary or
appropriate  actions  requested  by  the  Investors  to  assist the Investors in
complying with the Investors' obligations to make any and all securities filings
under  the  Exchange  Act, the Securities Act or the applicable state securities
laws  of  any  state  required  in connection with the transactions contemplated
herein.

SECTION  4.  Registration  Rights.

     (a)     Restrictive  Legend.  Each  certificate  for the Series B Preferred
Stock  and  each  certificate  for  any  such  securities  issued  to subsequent
transferees of any such certificate shall be stamped or otherwise imprinted with
the  following legend and shall not be transferable except in compliance with or
a  valid exception from the Securities Act and applicable state "blue sky" laws:

"THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  BEEN  ACQUIRED  FOR
INVESTMENT  AND  HAVE  NOT  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR  ANY  APPLICABLE  STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE
SOLD  OR  TRANSFERRED  IN  THE  ABSENCE  OF  SUCH  REGISTRATION  OR AN EXEMPTION
THEREFROM  UNDER  SAID  ACT  AND  APPLICABLE  STATE  SECURITIES  LAW."

     (b)     Shelf  Registration.

     (i)    Except  as  contemplated in Section 4(d) hereof, at the request and
direction  of  the  Holders  of  at  least  thirty-three  percent  (33%)  of the
Registrable  Securities  then  outstanding  (the  "Holders' Shelf Request"), the
Corporation  shall,  at  its sole cost and expense, file with the Commission and
thereafter  shall  use  its  best efforts to cause to be declared effective, not
later  than  ninety  (90)  calendar  days  after  the date of the Holders' Shelf
Request,  a  registration  statement  (the "Shelf Registration Statement"), on a
Form  S-3  or  any  successor  form  thereto,  if  the Company is then eligible,
relating  to  the  offer  and  sale  of the shares of Common Stock issuable upon
conversion  of  the shares of Series B Preferred Stock and Common Stock issuable
in  respect  of any dividends described in the Certificate of Designation on the
shares  of  Series  B Preferred Stock (the "Securities") by the Holders thereof,
from  time  to time, in accordance with the methods of distribution set forth in
the  Shelf  Registration  Statement  and  Rule  415  under  the  Securities  Act
(hereinafter,  the  "Shelf  Registration"); provided, however, that no Holder of
Securities  (other  than the Investors) shall be entitled to have the Securities
covered  by  such  Shelf Registration Statement unless such Holder of Securities
agrees in writing to be bound by all the provisions of this Agreement applicable
to  such  Holder  of  Securities.

     (ii)     The  Corporation  shall  use  its  best  efforts to keep the Shelf
Registration  Statement continuously effective in order to permit the prospectus
included therein to be lawfully delivered by the Holders of Securities until all
the  shares  of Securities covered by the Shelf Registration Statement have been
sold pursuant thereto. The Corporation shall be deemed not to have used its best
efforts  to keep the Shelf Registration Statement effective during the requisite
period  if  it  voluntarily takes any action that would result in Holders of the
Securities  covered  thereby  not  being  able to offer and sell such Securities
during  that  period,  unless  such  action  is  required  by  applicable  law.

     (iii)     Notwithstanding  any  other  provisions  of this Agreement to the
contrary,  the  Corporation shall cause the Shelf Registration Statement and the
related  prospectus and any amendment or supplement thereto, as of the effective
date of the Shelf Registration Statement, amendment or supplement, (i) to comply
in  all material respects with the applicable requirements of the Securities Act
and  the  rules  and  regulations  of the Commission and (ii) not to contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of  the  circumstances  under  which  they  were  made,  not  misleading.

     (c)      Shelf  Registration  Procedures.  In  connection  with  any  Shelf
Registration contemplated by Section 4(b) hereof, the following provisions shall
apply:

     (i)     The  Corporation shall (A) furnish to the Investors and each Holder
of Securities, if applicable, prior to the filing thereof with the Commission, a
copy  of  the  Shelf  Registration Statement and each amendment thereof and each
supplement,  if  any,  to the prospectus included therein and, in the event that
the  Investors  or  any Holder of Securities, if applicable, is participating in
the  Shelf Registration Statement, shall use its best efforts to reflect in each
such  document,  when  so  filed  with  the  Commission,  such  comments as such
Investors  or  any  Holder of Securities, if applicable, reasonably may propose;
and  (B)  include  the  names  of  the Holders of Securities who propose to sell
Securities  pursuant  to  the  Shelf  Registration Statement as selling security
holders.

     (ii)      he  Corporation  shall advise (and confirm such advice in writing
if  requested  by  the recipient of the advice) the Investors and the Holders of
Securities,  if  applicable:

     (A)     when  the Shelf Registration Statement or any amendment thereto has
been  filed with the Commission and when the Shelf Registration Statement or any
post-effective  amendment  thereto  has  become  effective;

     (B)     of  any  request by the Commission for amendments or supplements to
the  Shelf  Registration  Statement  or  the  prospectus included therein or for
additional  information;

     (C)     of  the issuance by the Commission of any stop order suspending the
effectiveness  of  the  Shelf  Registration  Statement  or the initiation of any
proceedings  for  that  purpose;

     (D)     of  the  receipt  of  the  Corporation  or its legal counsel of any
notification  with  respect  to  the  suspension  of  the  qualification  of the
Securities  for sale in any jurisdiction or the initiation or threatening of any
proceeding  for  such  purpose;  and

     (E)     of the happening of any event that requires the Corporation to make
changes  in the Shelf Registration Statement or the prospectus in order that the
Shelf  Registration  Statement  or  the  prospectus  does  not contain an untrue
statement  of  a  material fact nor omit to state a material fact required to be
stated  therein  or  necessary  to  make  the statements therein not misleading.

     (iii)     The  Corporation  shall  use  its  best  efforts  to  obtain  the
withdrawal   at  the  earliest  possible  time  of   any  order  suspending  the
effectiveness  of  the  Shelf  Registration  Statement.

     (iv)     The  Corporation  shall  furnish  to  each  Holder  of  Securities
included within the coverage of the Shelf Registration, without charge, at least
one  copy  of  the Shelf Registration Statement and any post-effective amendment
thereto,  including  financial  statements  and schedules, and, if the Holder of
Securities  so  requests  in  writing, all exhibits thereto (including those, if
any,  incorporated  by  reference).

     (v)     The Corporation shall deliver to each Holder of Securities included
within the coverage of the Shelf Registration, without charge, as many copies of
the  prospectus  (including  each  preliminary prospectus) included in the Shelf
Registration  Statement  and  any amendment or supplement thereto as such person
may  reasonably  request. The Corporation consents, subject to the provisions of
this  Agreement,  to  the  use  of the prospectus or any amendment or supplement
thereto  included  in  the  Shelf  Registration Statement by each of the selling
Holders  of  the  Securities  in  connection  with  the offering and sale of the
Securities  covered  by  such  prospectus  or  any such amendment or supplement.

     (vi)     Prior to any public offering of the shares of Securities, pursuant
to  any  Shelf Registration Statement, the Corporation shall register or qualify
or  cooperate  with  the  Holders  of  Securities  included  therein  and  their
respective  counsel  in connection with the registration or qualification of the
Securities  for  offer  and sale under the securities or "blue sky" laws of such
states  of  the  United States as any Holder of Securities covered by such Shelf
Registration  Statement;  provided,  however,  that the Corporation shall not be
required to (A) qualify generally to do business in any jurisdiction where it is
not  then  so qualified or (B) 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.

     (vii)     The Corporation shall cooperate with the Holders of Securities to
facilitate  the timely preparation and delivery of certificates representing the
Securities  to  be sold pursuant to any Shelf Registration Statement free of any
restrictive  legends  and  in such denominations and registered in such names as
the Holders of Securities may request a reasonable period of time prior to sales
of  the  Securities  pursuant  to  such  Shelf  Registration  Statement.

     (viii)     Upon  the occurrence of any event contemplated by paragraphs (B)
through  (E)  of  Section  4(c)(ii)  above  during  the  period  for  which  the
Corporation  is  required to maintain an effective Shelf Registration Statement,
the  Corporation  shall  promptly prepare and file a post-effective amendment to
the  Shelf  Registration Statement or a supplement to the related prospectus and
any  other  required  document  so  that,  as thereafter delivered to Holders of
Securities,  the  prospectus  will not contain an 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, in light of the circumstances under
which  they were made, not misleading. If the Corporation notifies the Investors
and  the  Holders  of  Securities  then Investors, and the Holders of Securities
shall  suspend  use  of  such prospectus, and the period of effectiveness of the
Shelf  Registration  Statement  provided  for  in  Section  4(b)  above shall be
extended by the number of days from and including the date of the giving of such
notice  to  and  including  the  date  when  the  Investors  and  the Holders of
Securities  shall have received such amended or supplemented prospectus pursuant
to  this  Section  4(c)(viii),

     (ix)     The  Corporation will comply with all rules and regulations of the
Commission  to  the  extent  and  so  long  as  they are applicable to the Shelf
Registration  and  will  make  generally  available  to its security holders (or
otherwise  provide  in  accordance  with Section 11(a) of the Securities Act) an
earnings  statement  (which  need  not  be audited) satisfying the provisions of
Section 11(a) of the Securities Act, no later than forty-five (45) calendar days
after the end of a 12-month period (or ninety (90) calendar days, if such period
is  a  fiscal  year)  beginning  with the first month of the Corporation's first
fiscal   quarter  commencing  after  the  effective  date  of  the  Registration
Statement,  which  statement  shall  cover  such  12-month  period.

     (x)     Each  Holder  of  Securities  to  be  sold  pursuant  to  the Shelf
Registration  Statement  shall  furnish  to  the  Corporation  such  information
regarding  the  Holder and the distribution of the Securities as the Corporation
may  from time to time reasonably require and request for inclusion in the Shelf
Registration  Statement  (and  shall promptly correct any information previously
furnished  if  the  inclusion  of  such  information  in such Shelf Registration
Statement would be materially misleading), and the Securities of any Holder that
unreasonably  fails  to  furnish  such  information  that  unreasonably fails to
furnish  such information within a reasonable time after receiving such request.

     (xi)      The  Corporation  shall  enter  into  such  customary  agreements
(including  if  requested  an underwriting agreement in customary form) and take
all  such  other  action,  if  any, as any Holder of Securities shall reasonably
request in order to facilitate the disposition of the Securities pursuant to any
Shelf  Registration.  If  an  underwriting agreement is entered into pursuant to
this  paragraph,  the  Corporation  shall  cause  any  such agreement to contain
indemnification  provisions  and  procedures  substantially similar to those set
forth in Section 4(i) hereof (or such other procedures acceptable to the Holders
of  a  majority  of  the aggregate principal amount of the Securities registered
under the applicable Shelf Registration Statement and the managing underwriters,
if  any)  with respect to all parties to be indemnified pursuant to Section 4(i)
hereof.

     (xii)     In  the case of any Shelf Registration, the Corporation shall (A)
make  reasonably  available  for  inspection  by  the Holders of Securities, any
underwriter  participating in any disposition pursuant to the Shelf Registration
Statement and any attorney, accountant or other agent retained by the Holders of
Securities  or  any  such  underwriter all relevant financial and other records,
pertinent  corporate  documents  and properties of the Corporation and (B) cause
the  Corporation's  officers,  directors, employees, accountants and auditors to
supply  all   relevant  information  reasonably  requested  by  the  Holders  of
Securities  or any such underwriter, attorney, accountant or agent in connection
with  the  Shelf  Registration  Statement,  in  each case as shall be reasonably
necessary,  in  the  judgment  of  the Holder or any such underwriter, attorney,
accountant  or  agent  referred  to  in  this paragraph, to conduct a reasonable
investigation  within the meaning of Section 11 of the Securities Act; provided,
however,  that  the  foregoing  inspection  and  information  gathering shall be
coordinated  on behalf of the Investors and Holders of Securities by one counsel
designated  by  and on behalf of such other parties; and provided, further, that
as  to any information that is designated in writing by the Corporation, in good
faith,  as  confidential at the time of delivery, such information shall be kept
confidential  by the Holders of Securities or by any such underwriter, attorney,
accountant  or  other  agent.

     (xiii)     In  the  case of any Shelf Registration, (A) the Corporation, if
reasonably  requested by Holders of a majority of the Securities covered by such
Shelf  Registration,  which  request  shall  not  be more frequent than once per
fiscal  quarter,  shall  cause  its  counsel  to  deliver an opinion and updates
thereof  relating  to the Securities in customary form addressed to such Holders
of  Securities and dated, in the case of the initial opinion, the effective date
of  such  Shelf Registration Statement, provided such opinion is requested prior
to  the  effective  date (it being agreed that the matters to be covered by such
opinion  shall  include  such  matters  as  are customarily included in opinions
requested  in  underwritten offerings); and (B) the Corporation, if requested by
any  majority of Holders of Securities covered by such Shelf Registration, shall
cause  its   officers  to  execute  and  deliver  all  customary  documents  and
certificates  and  updates  thereof  reasonably  requested.

     (xiv)     In the event that any broker-dealer registered under the Exchange
Act  shall   underwrite  any  Securities  or  participate  as  a  member  of  an
underwriting  syndicate or selling group or "assist in the distribution" (within
the  meaning  of  the  Rules  of  Fair  Practice and the By-Laws of the National
Association  of  Securities Dealers, Inc. ("NASD")) thereof, whether as a Holder
of  such Securities or as an underwriter, a placement or sales agent or a broker
or  dealer  in respect thereof, or otherwise, the Corporation shall use its best
efforts  to assist such broker-dealer in complying with the requirements of such
Rules  and  By-Laws,  including,  without  limitation,  by  (A) if such Rules or
By-Laws  shall  so  require,  engaging a "qualified independent underwriter" (as
defined  in  Section  2720  thereof)  to  participate  in the preparation of the
Registration  Statement relating to such Securities, to exercise usual standards
of  due  diligence  in  respect  thereto  and,  if  any  portion of the offering
contemplated by such Shelf Registration Statement is an underwritten offering or
is  made  through  a  placement  or  sales agent, to recommend the yield of such
Securities,  (B)  indemnifying any such qualified independent underwriter to the
extent  of  the indemnification of underwriters provided in Section 4(i) hereof,
and  (C)  providing such information to such broker-dealer as may be required in
order  for  such  broker-dealer  to comply with the requirements of the Rules of
Fair  Practice  of  the  NASD.

     (xv)     The Corporation shall use its best efforts to take all other steps
necessary  to  effect  the  registration  of  the  Securities covered by a Shelf
Registration  Statement  contemplated  hereby.

     (d)     Demand  Registration. In lieu of the Shelf Registration referred to
in  Section  4(b)  hereof,  the  Holders  of  at least thirty-three (33%) of the
Registrable  then outstanding Securities may elect to require the Corporation to
effect,  at   the  Corporation's  sole  cost  and  expense,  a  registration  of
Registrable  Securities  under  this  Section  4(d)  that  the  Holders  of (the
"Holders'  Demand  Request"):

     (i)     If  the  Corporation  receives the Holders' Demand Request that the
Corporation  file  a  registration  statement  on  Form  S-1  or S-3 (or similar
successor  forms)  under  the  Securities  Act  covering the registration of the
Registrable  Securities,  then  the  Corporation shall, within ten (10) business
days  after  the  receipt  thereof,  give  written notice of such request to all
Holders,  and  effect,  as  soon  as  practicable,  the  registration  under the
Securities  Act  of  all  Registrable Securities which the Holders request to be
registered and included in such registration, subject only to the limitations of
this  Section  4(d).

     (ii)     If  the  Holders  initiating  the  registration request under this
Section  4(d)  ("Initiating  Holders")  intend  to  distribute  the  Registrable
Securities  covered  by their request by means of an underwriting, they shall so
advise  the Corporation as a part of their request made pursuant to this Section
4(d)  and  the  Corporation shall include such information in the written notice
referred  to  in Section 4(d)(i) hereof.  In such event, the right of any Holder
to  include  such  Holder's Registrable Securities in such registration shall be
conditioned  upon  such  Holder's  participation  in  such  underwriting and the
inclusion  of  such  Holder's Registrable Securities in the underwriting (unless
otherwise  mutually  agreed  by a majority in interest of the Initiating Holders
and  such  Holder)  to  the  extent  provided  herein.  All Holders proposing to
distribute  their  securities  through  such  underwriting  shall  enter into an
underwriting  agreement  in  customary  form  with  the  managing underwriter or
underwriters  selected  for  such  underwriting.

     (iii)     The  Corporation  is  obligated  to  effect  only  one  (1)  such
registration  pursuant  to  this  Section  4(d)  set  forth  above.

     (iv)     All  expenses  incurred in connection with the demand registration
effected pursuant to this Section 4(d), including without limitation all federal
and  "blue  sky"  registration  and qualification fees, printers' and accounting
fees,  fees and disbursements of counsel for the Corporation, and of one counsel
for  the  participating  Holders together (the "Registration Expenses") shall be
borne  by  the  Corporation.

     (e)  Piggyback  Registrations.

     (i)     The  Corporation shall notify all Holders of Registrable Securities
in  writing  at  least  forty-five  (45)  calendar  days  prior  to  filing  any
registration  statement  under  the  Securities  Act for purposes of effecting a
public offering of securities of the Corporation (including, but not limited to,
registration  statements  relating  to  secondary offerings of securities of the
Corporation,  but  excluding  registration  statements  on  an  Excluded Form or
relating  to  any employee benefit plan or a corporate reorganization) and shall
afford each such Holder an opportunity to include in such registration statement
all  or  any  part  of the Registrable Securities then held by such Holder. Each
Holder desiring to include in any such registration statement all or any part of
the  Registrable  Securities  held  by  such  Holder  shall,  within twenty (20)
calendar  days after receipt of the above-described notice from the Corporation,
so  notify  the  Corporation  in  writing,  and  in such notice shall inform the
Corporation  of  the  number  of  Registrable  Securities  such Holder wishes to
include  in  such registration statement. If a Holder decides not to include all
of  its Registrable Securities in any registration statement thereafter filed by
the  Corporation,  such  Holder shall nevertheless continue to have the right to
include  any  Registrable Securities in any subsequent registration statement or
registration  statements  as  may  be  filed  by the Corporation with respect to
offerings of its securities, all upon the terms and conditions set forth herein.

     (ii)     If  the  registration  statement under which the Corporation gives
notice  under  this  Section  4(e)  (the  "Piggyback  Registration")  is  for an
underwritten  offering,   the   Corporation  shall  so  advise  the  Holders  of
Registrable  Securities.   In  such  event,  the  right  of  any  such  Holder's
Registrable Securities to be included in a registration pursuant to this Section
4(e)  shall be conditioned upon such Holder's participation in such underwriting
and the inclusion of such Holder's Registrable Securities in the underwriting to
the  extent  provided  herein.   All  Holders  proposing   to  distribute  their
Registrable  Securities    through  such  underwriting  shall   enter   into  an
underwriting  agreement  in such customary form with the managing underwriter or
underwriters  selected  for  such underwriting. If any Holder disapproves of the
terms  of  any such underwriting, such Holder may elect to withdraw therefrom by
written  notice  to the Corporation and the underwriter, delivered at least five
(5) business days prior to the effective date of the registration statement. Any
Registrable  Securities  excluded  or  withdrawn from such underwriting shall be
excluded  and  withdrawn  from  the  registration.

     (iii)     If  any  of the Registrable Securities registered pursuant to any
Piggyback   Registration  are  to  be  sold  in  one  or  more  firm  commitment
underwritten  offerings,  and  the  managing  underwriters advise in writing the
Corporation  and the holders of such Registrable Securities that in its or their
opinion  or, in the case of a Piggyback Registration not being underwritten, the
Corporation  shall  reasonably  determine (and notify the holders of Registrable
Securities  of such determination), after consultation with an investment banker
of  nationally  recognized  standing,  that the number of shares of Common Stock
(including  Registrable Securities) proposed to be sold in such offering exceeds
the  maximum number of shares of Common Stock that can be sold in such offering,
the  Corporation  shall include in such registration only such maximum number of
shares  of Common Stock (including Registrable Securities) which, in the opinion
of  such  underwriter  or  underwriters, or the Corporation, as the case may be,
selected  in  the  following  order of priority: (i) first, all of the shares of
Common  Stock that the Corporation proposes to sell for its own account, if any,
and  (ii) second, the securities requested to be included therein, and which the
managing  underwriters  shall  in  their  reasonable  discretion deem advisable,
allocated  pro  rata,  based upon the number of shares of Common Stock that each
such  person  shall  have  requested  to  be  included  therein.

     (iv)         All  Registration  Expenses  incurred  in  connection  with  a
registration  pursuant  to  this Section 4(e) shall be borne by the Corporation.

     (f)         Additional  Registration  Rights.  If  the  Corporation  grants
registration rights to holders of any security of the Corporation which are more
favorable  to  such holders than the registration rights granted hereunder, then
such  more  favorable  registration rights shall also be deemed to be granted to
the  Holders  of  the  Registrable  Securities  hereunder,  and  the Corporation
covenants  and agrees to take any and all steps necessary to modify the terms of
this  Agreement  to  so  provide.

     (g)     Obligations  of  the  Corporation.  Whenever required to effect the
registration of any Registrable Securities under this Agreement, the Corporation
shall,  as  expeditiously  as  reasonably  possible:

     (i)     Prepare  and file with the Commission a registration statement with
respect  to  such  Registrable Securities and use its best efforts to cause such
registration  statement  to become and remain effective within one hundred fifty
(150)  calendar  days  of notice from the Holders of the Registrable Securities;

     (ii)       Prepare  and  file  with  the  Commission  such  amendments  and
supplements  to  such registration statement and the prospectus used into comply
with the provisions of the Securities Act with respect to the disposition of all
securities  covered by such registration statement and to keep such registration
statement  effective,  in the case of a firm commitment underwriting, until each
underwriter  has  completed  the  distribution of all securities purchased by it
and,  in  the  case  of any other offering, until the earlier of the sale of all
Registrable Securities covered thereby or one hundred eighty (180) calendar days
after  the  effective  date thereof; provided, however, that such 180-day period
shall  be  extended for a period of time equal to the period the Holder refrains
from  selling  any  Registrable  Securities included in such registration at the
request of an underwriter of the Common Stock or if the Corporation has provided
the  notice  described  in  subparagraph  (vii)  below;

     (iii)    Furnish  to  the  Holders  such number of copies of a  prospectus,
including a preliminary prospectus, in conformity with her documents as they may
reasonably  request  in  order  to facilitate the disposition of the Registrable
Securities  owned  by  them  that  are  included  in  such  registration;

     (iv)     Use  its  best  efforts  to  register  and  qualify the securities
covered  by  such registration statement under such other securities or blue sky
laws  of  such  jurisdictions  as  shall be reasonably requested by the Holders;
provided,  that the Corporation shall not be required in connection therewith or
as a condition thereto to qualify to do business or to file a general consent to
service  of  process  in  any  such  states  or  jurisdictions;

     (v)     Use  its  best  efforts  to  list  the  securities  covered by such
registration statement with any securities exchange, if any, on which the Common
Stock  of  the  Corporation  is  then  listed;

     (vi)     In  the  event of any underwritten public offering, enter into and
perform  its obligations under an underwriting agreement, in usual and customary
form,   with   the  managing  underwriter(s)  of  such  offering.   Each  Holder
participating  in  such  underwriting  shall  also  enter  into  and perform its
obligations  under  such  an  agreement;

     (vii)     Notify each Holder of Registrable Securities and each underwriter
under such registration statement at any time when a prospectus relating thereto
is  required  to  be  delivered under the Securities Act of the happening of any
event  as  a  result  of  which  the  prospectus  included  in such registration
statement, as then in effect, includes an 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 in the light of the circumstances
then  existing,  and  promptly  thereafter, prepare and furnish to all Holders a
reasonable  number  of copies of an amended to or supplemental prospectus as may
be  necessary  so  that,  as  thereafter  delivered  to  the  purchasers of such
Registrable Securities, such prospectus shall not include an untrue statement of
stated therein or necessary to make the statements therein not misleading in the
light  of  the  circumstances  then  existing;

     (viii)     Furnish, at the request of any Holder requesting registration of
Registrable  Securities,  on  the  date  that  such  Registrable  Securities are
delivered  to  the  underwriters  for  sale,  if  such securities are being sold
through  underwriters,  or,  if  such  securities  are  not  being  sold through
underwriters,  on  the date that the registration statement with respect to such
securities  becomes  effective,  (A)  an  opinion, dated as of such date, of the
counsel representing such the Corporation for the purposes of such registration,
in form and substance as is customarily given to underwriters in an underwritten
public  offering  and  reasonably  satisfactory to a majority in interest of the
Holders  requesting  registration, addressed to the underwriters, if any, and to
the  Holders  requesting  registration  of  Registrable  Securities,  and  (B) a
"comfort"  letter  dated  as of such date, from the independent certified public
accountants of the Corporation, in form and substance as is customarily given by
independent  certified  public  accountants  to  underwriters in an underwritten
public  offering  and  reasonably  satisfactory to a majority in interest of the
Holders  requesting  registration, addressed to the underwriters, if any, and to
the   Holders   requesting  registration  of  the  Registrable  Securities;  and

     (ix)     Make  available  for  inspection  by  each  seller  of Registrable
Securities, any underwriter participating in any registration statement, and any
attorney,  accountant  by  such  seller  or underwriter, all financial and other
records,  pertinent  corporate  documents and properties of the Corporation, and
cause  the  Corporation's  officers,  directors  and  employees  to  supply  all
information  reasonably  requested  by  any  such seller, underwriter, attorney,
accountant  or  agent  in  connection  with  such  registration  statement.

     (h)     Furnish  Information.  It  shall  be  a  condition precedent to the
obligations  of  the  Corporation  to take any action pursuant to Sections 4(b),
4(d)  and  4(e)  that  the selling Holders shall furnish to the Corporation such
information  regarding  themselves, the Registrable Securities held by them, and
the  intended  method  of disposition of such securities as shall be required to
effect  the  registration  of  their  Registrable  Securities.

     (i)     Indemnification.  In  the  event  any  Registrable  Securities  are
included  in  a  registration  statement  under  Sections  4(b),  4(d)  or 4(e):

            (i)  To the extent permitted by law, the Corporation shall indemnify
and hold  harmless each Holder, the partners,  officers  and  directors  of each
Holder, any  underwriter  (as  defined  in  the Securities Act) for  such Holder
and  each  person,  if any,  who  controls such Holder or underwriter within the
meaning of the  Securities Act or the Exchange Act, against any losses, claims,
damages,  or  liabilities  (joint  or several) to which they may become subject
under  the  Securities  Act,  the  Exchange  Act or other federal or state law,
insofar as such losses, claims, damages or liabilities (or  actions  in respect
thereof  arise  out  of  or  are  based  upon  any of the following statements,
omissions or violations (collectively,  a  "Violation")):

     (A)     any untrue statement or alleged untrue statement of a material fact
contained  in  such registration statement, including any preliminary prospectus
or  final prospectus contained therein or any amendments or supplements thereto,

     (B)     the  omission  or alleged omission to state therein a material fact
required  to  be stated therein, or necessary to make the statements therein not
misleading,  or

     (C)     any  violation  or  alleged  violation  by  the  Corporation of the
Securities  Act,  the  Exchange  Act, any federal or state securities law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any
federal  or state securities law in connection with the offering covered by such
registration statement, and the Corporation shall reimburse each such Holder, or
a partner, officer or director, underwriter or controlling person of such Holder
for  any  legal  or  other expenses reasonably incurred by them, as incurred, in
connection  with  investigating  or  defending  any  such  loss,  claim, damage,
liability  or  action; provided, however, that the indemnity agreement contained
in  this  Section 4(i) shall not apply to amounts paid in settlement of any such
loss,  claim, damage, liability or action if such settlement is effected without
the consent of the Corporation (which consent shall not be unreasonably withheld
or  delayed), nor shall the Corporation be liable in any case for any such loss,
claim,  damage,  liability  or  action to the extent that it arises out of or is
based  upon  a  Violation  which  occurs in reliance upon and in conformity with
written  information  furnished  expressly  for  use  in  connection  with  such
registration  by  such  Holder,  or a partner, officer, director, underwriter or
controlling  person  of  such  Holder.

     (ii)      to the  extent  permitted  by  law,  each  selling  Holder  shall
indemnify  and hold harmless the Corporation, each of its directors and officers
who  have  signed  the registration statement, each person, if any, who controls
the  Corporation  within  the meaning of the Securities Act, any underwriter and
any  other Holder selling securities under such registration statement or any of
such  other  Holder's partners, directors or officers or any person who controls
such  Holder  within  the  meaning  of  the  Securities Act or the Exchange Act,
against  any  losses, claims, damages or liabilities (joint or several) to which
the  Corporation  or any such director, officer, controlling person, underwriter
or  other  such Holder, or a partner, director, officer or controlling person of
such  other Holder may become subject under the Securities Act, the Exchange Act
or  other  federal  or  state  law,  insofar  as such losses, claims, damages or
liabilities  (or  actions in respect thereto) arise out of or are based upon any
Violation,  in  each  case  to  the  extent  (and  only to the extent) that such
Violation  occurs  in  reliance  upon and in conformity with written information
furnished by such Holder expressly for use in connection with such registration;
and  each  such  Holder  shall  reimburse any legal or other expenses reasonably
incurred  by  the Corporation or any such director, officer, controlling person,
underwriter or other Holder, partner, officer, director or controlling person of
such  other  Holder in connection with investigating or defending any such loss,
claim,  damage,  liability  or  action;  provided,  however,  that the indemnity
agreement  contained  in  this  Section  5(j) shall not apply to amounts paid in
settlement  of  any  such  loss,  claim,  damage,  liability  or  action if such
settlement  is  effected  without the consent of the Holder, which consent shall
not  be  unreasonably  withheld;  and  provided, further, that the total amounts
payable  in  indemnity by a Holder under this Section 4(i)(ii) in respect of any
Violation  shall  not  exceed  the  net  proceeds received by such Holder in the
registered  offering  out  of  which  such  Violation  arises.

     (iii)     Promptly after receipt by an indemnified party under this Section
4(i)  of  notice  of  the commencement of any action (including any governmental
action),  such  indemnified  party shall, if a claim in respect thereof is to be
made  against  any  indemnifying  party  under this Section 4(i), deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof  and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly   noticed,  to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the parties; provided, however, that an indemnified party shall
have  the right to retain its own counsel, with the fees and expenses to be paid
by  the  indemnifying  party, if representation of such indemnified party by the
counsel  retained by the indemnifying party would be inappropriate due to actual
or  potential  differing  interests between such indemnified party and any other
party  represented  by  such  counsel in such proceeding. The failure to deliver
written  notice  to  the  indemnifying  party  within  a  reasonable time of the
commencement  of  any  such action, if prejudicial to its ability to defend such
action,   shall  relieve  such  indemnifying  party  of  any  liability  to  the
indemnified  party  under  this  Section  4(i),  but  the omission so to deliver
written  notice  to the indemnifying party shall not relieve it of any liability
that  it  may  have  to  any indemnified party otherwise than under this Section
4(i).

      (iv)    In  order  to provide for just and equitable contribution to joint
liability  under  the  Securities Act in any case in which either (A) any Holder
exercising  rights  under  this Agreement, or any controlling person of any such
Holder,  makes  a claim for indemnification pursuant to this Section 4(i) but it
is  judicially determined (by the entry of a final judgment or decree by a court
of  competent jurisdiction and the expiration of time to appeal or the denial of
the  last right of appeal) that such indemnification may not be enforced in such
case  notwithstanding  the  fact  that  this  Section 4(i)  provides  for indem-
nification  in  such case, or (B) contribution under the Securities Act may be
required  on  the  part  of  any such selling Holder  or  any  such  controlling
person in circumstances for which indemnification is provided under this Section
4(i),  then,  and  in  each  such  case,  the  Corporation  or such Holder shall
contribute  to  the  aggregate  losses,  claims,  damages  or  liabilities as is
appropriate   to  reflect  not  only  the  relative  benefits  received  by  the
indemnified party and the indemnifying party, but also the relative fault of the
indemnified  party  and  the  indemnifying  party, 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 or omission or alleged omission to state a material fact, has
been  made by, or relates to information supplied by, such indemnifying party or
indemnified  parties,  and  the  parties'  relative intent, knowledge, access to
information  and  opportunity  to  correct  or  prevent  such  action; provided,
however,  that,  in  any  such  case,  (1)  no  such Holder shall be required to
contribute  any  amount  in  excess  of  the  public  offering price of all such
Registrable  Securities  offered  and  sold  by  such  Holder  pursuant  to such
registration statement; and (2) 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.

     (v)     The  obligations  of the Corporation and Holders under this Section
4(i) shall survive the completion of any offering of Registrable Securities in a
registration  statement,  and  the  termination  of  this  Agreement.

     (j)     "Market  Stand-Off'  Agreement.  Each  Holder hereby agrees that it
shall  not,  to  the  extent  requested by the Corporation and an underwriter of
Common  Stock  of  the Corporation, sell or otherwise transfer or dispose of any
Registrable  Securities  (other  than Registrable Securities being registered in
such  offering)  for up to that period of time following the effective date of a
registration  statement  of the Corporation filed under the Securities Act as is
requested  by  the  managing  underwriter(s) of such offering, not to exceed one
hundred  twenty  (120)  calendar  days;  provided,  however,  that:

     (i)      such  agreement  shall  be  applicable  only  to  the  first  such
registration  statement of the Corporation which covers securities to be sold on
its  behalf  to  the  public  in an underwritten offering but not to Registrable
Securities  sold  pursuant  to  such  registration  statement;  and

     (ii)       all  officers,  directors  and  ten  percent  (10%)  or  greater
stockholders  of  the Corporation, provided such stockholders have acquired such
securities  directly  from  the  Corporation,  then  holding Common Stock of the
Corporation,  shall  enter  into  similar  agreements.

     In order to enforce the foregoing covenant, the Corporation may impose stop
transfer  instructions with respect to the then-remaining Registrable Securities
of  each  Holder  (and the shares or securities of every other person subject to
the  foregoing  restriction)  until  the  end  of  such  period.

     (k)     Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale  of  the  Registrable  Securities  to  the public without registration, the
Corporation  agrees  to:

     (i)     Make  and  keep  public  information  available, as those terms are
understood  and  defined  in  Rule  144  under  the  Securities  Act;

    (ii)      File  with the Commission in a timely manner all reports and other
documents  required of the Corporation under the Securities Act and the Exchange
Act;  and

    (iii)      So  long  as a Holder owns any Registrable Securities, furnish to
the  Holder  forthwith upon request a written statement by the Corporation as to
its  compliance  with  the  reporting  requirements of said Rule 144, and of the
Securities  Act  and  the  Exchange  Act,  a  copy  of the most recent annual or
quarterly report of the Corporation, and such other reports and documents of the
Corporation as a Holder may reasonably request in availing itself of any rule or
regulation  of  the  Commission  allowing  a  Holder to sell any such securities
without  registration.

     (l)     Removal  of  Legends, Etc. Notwithstanding the foregoing provisions
of  this  Section  4,  the  restrictions  imposed  by  this  Section  4 upon the
transferability of any Registrable Securities shall cease and terminate when any
such Registrable Securities are sold or otherwise disposed of in accordance with
the intended method of disposition by the seller or sellers thereof set forth in
the   registration   statement  which  does  not  require  that  the  securities
transferred bear the legend set forth in Section 4(a). Whenever the restrictions
imposed  by this Section 4 shall terminate as herein provided, the Holder of any
Registrable  Securities  as  to which such restrictions have terminated shall be
entitled  to  receive  from  the  Corporation,  without expense, one or more new
certificates  not  bearing  the restrictive legend set forth in Section 4(a) and
not  containing  any other reference to the restrictions imposed by this Section
4.

     (m)     Filing  of  Reports  Under  the Exchange Act. The Corporation shall
give  prompt  notice  to  the  Investor  of:

     (i)       the  filing  of  an  Exchange  Act  Registration  Statement;  and

     (ii)     the  effectiveness of such Exchange Act Registration Statement and
the  number of shares of such class of equity securities outstanding as reported
in  such  Exchange Act Registration Statement, in order to enable the parties to
this  Agreement to comply with any reporting requirements under the Exchange Act
or  the Securities Act. The Corporation shall, at any time after the Corporation
shall  register any shares of Common Stock under the Securities Act and upon the
written  request  of  any  Investor, file an Exchange Act Registration Statement
relating  to  any class of Equity Securities of the Corporation then held by the
Investors,  whether  or not the class of equity securities with respect to which
such request is made shall be held by at least the number of persons which would
require  the  filing  of  a registration statement under Section 12(g)(1) of the
Exchange  Act.  The Corporation shall comply with all the reporting requirements
of  the  Exchange  Act,  and  shall  comply  with  all  other public information
reporting  requirements  of the Commission as a condition to the availability of
an  exemption  from  the Securities Act (under Rule 144 thereof, as amended from
time  to  time,  or  successor rule thereto or otherwise) for the sale of Common
Stock  by  the  Investors.  The  Corporation  shall  cooperate  with Investor in
supplying such information as may be necessary for the Investors to complete and
file  any  information  reporting  forms  presently or hereafter required by the
Commission  as  a  condition  to  the  availability  of  an  exemption  from the
Securities  Act  (under  Rule  144  thereof or otherwise) for the sale of Common
Stock  by  any  Investor.

     (n)     Underwritten  Registration. Except in the case of an offering under
a  registration  under Section 4(d), if any of the Registrable Securities are to
be sold in an underwritten offering, the investment banker or investment bankers
and  manager  or  managers that will administer the offering will be selected by
the  Corporation and, in the case of a registration effected under Sections 4(b)
or  4(e),  approved  in  writing  by  the Holders of at least thirty-three (33%)
percent  of the Registrable Securities requesting inclusion of their Registrable
Securities  in  such  registration  statement.  In  the  event  of  underwritten
offering of Registrable Securities in connection with a Holders' Demand Request,
the  investment  banker  or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of at least thirty-three
(33%)  percent  of  the  Registrable  Securities  requesting  inclusion of their
Registrable  Securities  in  such  registration  statement  under  Section 4(d).

SECTION 5.  Observer  Rights. The  Company shall give to each Investor notice of
each meeting of the Board of Directors of the Company at the same time and in
the same manner as notice is given to the directors of the Company. One (1)
designee of  the  Investors  shall  be entitled to attend in person, as an
observer, all  meetings  held  in  person and to listen to telephone meetings of
the Board of Directors  of the  Company solely  for  the purpose of allowing the
Investors to have current information with respect to the affairs of the Company
 .  The  Company  shall provide to such parties  in connection with each meeting
their respective observer designee is entitled to attend, whether or not present
at  such  meeting,  copies  of  all  notices,  minutes,  consents, and all other
materials  or  information that it provides to the directors of the Company with
respect  to  such  meeting,  at the same time such materials and information are
given  to  the  directors  of the Company (except that materials and information
provided  to  directors  of  the Company at meetings at which a designee of such
parties  is  not  present  shall  be provided to such parties promptly after the
meeting).  The observer rights afforded by this Section 5 shall not apply (i) if
the Investors and their affiliates do not own shares of Series B Preferred Stock
having  an  aggregate  liquidation preference of ten million dollars or more, or
(ii)  when  the  holders  of  shares  of Series B Preferred Stock have elected a
director  as  a  result  of an Event of Default as defined in the Certificate of
Designation.

SECTION 6.  Severability;  Governing  Law. If any  provisions of this Agreement
is determined to be illegal and unenforceable by any court of law, the remaining
provisions shall be severable and enforceable in accordance  with their terms.
The  parties  hereto agree that Investor would suffer irreparable damage would
occur  in the event  that any  of  the  provisions  of  this  Agreement were not
performed  in accordance with their specific terms or were otherwise breached by
the  Corporation. It is accordingly agreed that Investor shall be entitled to an
injunction  or  injunctions to prevent breaches of this Agreement and to enforce
specifically  the  terms and provisions hereof in any state court located in the
State of New York, or the United States District Court for the Southern District
of  New  York  or  any  federal  court in the State of New York (as to which the
Corporation  agrees  to  submit  to jurisdiction for the purposes of such or any
other  action),  this being in addition to any other remedy to which Investor is
entitled at law or in equity, and, if an Investor is successful on the merits in
any  such  action,  that the costs and expenses (including reasonable attorneys'
fees)  incurred  by  Investor  in  seeking  enforcement of this Agreement or the
Certificate of Designation shall be the sole and exclusive responsibility of the
Corporation.  This  Agreement  shall be governed by, and construed in accordance
with,  the laws of the State of New York as to matters within the scope thereof,
and  as  to  all  other matters shall be governed by and construed in accordance
with  the  internal  law  of  the  State  of  Delaware.

SECTION 7.  Benefits of Agreement .  This  Agreement shall be binding upon and
inure benefit of the parties and their respective successors and assigns, legal
representatives  and  heirs.  Subject  to   the   terms  of  this  Agreement,
including  the  five  percent  (5%) limitation set forth below, the Investor may
transfer  any  or  all of its rights hereunder to any purchaser or transferee of
all  or  a  portion  of  the  currently outstanding shares of Series B Preferred
Stock,  including  any  right  or  interest  therein,  without the prior written
consent  of  the Corporation or any stockholder of the Corporation. In the event
that a transfer involves at least five percent (5%) of the currently outstanding
shares  of  Series  B  Preferred Stock, including any right or interest therein,
such  transferee  shall  be  deemed  to  be  "Investor,"  and  a  "Holder",  as
appropriate,  for purposes of this Agreement, and may again transfer such rights
in  accordance  with,  and  subject  to,  the  terms  of  this  Agreement.

SECTION  8.  Notices.  All  notices, requests, claims, demands and other
communication  hereunder  shall  be  in writing and shall be deemed to have been
duly  given when delivered in person, by cable, telegram, facsimile transmission
with  confirmation  of  receipt,  or  telex,  or by registered or certified mail
(postage  prepaid,  return  receipt  requested)  to  the  respective  parties as
follows:

if  to  Investors:
Furman  Selz  Investors  II  L.P.
FS  Employee  Investors  LLC
FS  Parallel  Fund,  L.P.
c/o  FS  Private  Investments  LLC,  Manager
c/o  ING  Furman  Selz  Investments
55  East  52nd  Street,  37th  Floor
New  York,  New  York  10055-0002
Attention:     James  L.  Luikart
Phone:         (212)  409-5600
Fax:           (212)409-5874

with  a  required  copy  to:

Dechert  Price  &  Rhoads
4000  Bell  Atlantic  Tower
1717  Arch  Street
Philadelphia,  PA  19103-2793
Attention:      Carmen  J.  Romano,  Esq.
Phone:          (215)  994-4000
Fax:            (215)  994-2222

if  to  the  Company:

ABC-NACO  INC.
2001  Butterfield  Road
Suite  502
Downers  Grove,  Illinois  60515
Attention:     Vincent  V.  Rea,
               Vice  President  and  Corporate  Treasurer
Phone          (630)  852-1300
Fax:           (630)  737-0162

with  required  copies  to:

ABC-NACO  Inc.
2001  Butterfield  Road
Suite  502
Downers  Grove,  IL  60515
Attention:     Mark  F.  Baggio,  Esq.
               Vice  President,  General  Counsel
               and  Secretary
Phone:         (630)  852-1300
Fax:           (630)  737-0167

Schiff  Hardin  &  Waite
6600  Sears  Tower
Chicago,  Illinois  60606
Attention:     Robert  J.  Regan,  Esq.
Phone:         (312)  258-5606
Fax:           (312)  258-5700

or  to  such  other  address  as  the  person  to  whom notice is given may have
previously  furnished  to  the  others  in writing in the manner set forth above
(provided  that  notice  of  any  change of address shall be effective only upon
receipt  thereof).

SECTION  9.     Changes.  The  terms  and  provisions  of this Agreement may not
be  modified,  amended,  or  any of the provisions hereof waived, temporarily or
permanently,  except  pursuant  to  the  written  consent of the parties hereto;
except  that any rights applicable to Investor may be waived by Investor without
the  consent  of  the Corporation, or the other stockholders of the Corporation.

SECTION  10.    Captions. The  captions  herein  are  inserted  for  convenience
only  and  s  define,  limit,  extend or describe the scope of this Agreement or
affect  the  construction  hereof

SECTION  11.    Nouns  and Pronouns.  Whenever  the  context  may  require,  any
pronoun  herein  shall  include  the corresponding masculine, feminine or neuter
forms  and  the singular form of names and pronouns shall include the plural and
vice-versa..

SECTION  12.    Merger  Provision.  This Agreement (as the same may be amended
from time), and the Stock Purchase Agreement, constitute the entire  agreement
and  understanding among the parties pertaining to the subject  matter  hereof
and  supersede  all  prior  and  contemporaneous  agreements  therewith.

SECTION 13.    Counterparts. This  Agreement  may  be  executed  in  one or more
counterparts,  each of which shall be deemed to be an original, but all of which
taken  together  shall  constitute  one  and  the  same  instrument.

<PAGE>

IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be duly
executed  on  their  behalf


ABC-NACO  INC.

By:_________________________________
Name:  J.P.  Singsank
Title:     Senior  Vice  President  and  Chief  Financial  Officer

INVESTORS:
FURMAN  SELZ  INVESTORS  II  L.P.
FS  EMPLOYEE  INVESTORS  LLC
FS  PARALLEL  FUND  L.P.

By:     FS  PRIVATE  INVESTMENTS  LLC,  Manager

By:_________________________________
Name:     James  L.  Luikart
Title:     Managing  Member


<TABLE>
<CAPTION>



                     SCHEDULE I
<S>                                    <C>
                                    Series B
Investors . . . . . . . . . .    Preferred Stock
-----------------------------    ---------------
FURMAN SELZ INVESTORS II L.P.
FS EMPLOYEE INVESTORS LLC . .      264,466.6666
FS PARALLEL FUND L.P. . . . .       22,666.6666
                                    12,866.6666
</TABLE>