EXHIBIT 10.5
------------


                       REGISTRATION RIGHTS AGREEMENT
                       -----------------------------


      This Registration Rights Agreement (the "Agreement") is made and
entered as of this 11th day of January, 2000 by and between Sunrise
Technologies International, Inc., a corporation organized under the laws of
Delaware (the "Company"), Dunwoody Brokerage Services, Inc. ("Dunwoody"),
and the persons listed on the signature page hereto ("Initial Investors")
pursuant to the Purchase Agreement of even date herewith by and between the
Company and the Initial Investors.

            The parties hereby agree as follows:

          1.      Certain Definitions

                  As used in this Agreement, the following terms shall have
the following meanings:

                  "Additional Registrable Securities" shall mean, to the
extent not included in the definition of "Registrable Securities," any
additional shares of Common Stock, if any, issuable or issued to the
Investors pursuant to Purchase Agreement, Debenture or Warrants.

                  "Common Stock" shall mean the Company's shares of Common
Stock, par value $.001 per share.

                  "Investor" shall mean the Initial Investors and Dunwoody
and any subsequent holder of any Common Stock, Debentures, Warrants or
Registrable Securities.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement, as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the
Registrable Securities and Additional Registrable Securities covered by
such Registration Statement and by all other amendments and supplements to
the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus.

                  "Register," "registered" and "registration" refer to a
registration made by preparing and filing a registration statement or
similar document in compliance with the 1933 Act (as defined below), and
the declaration or ordering of effectiveness of such registration statement
or document.

                  "Registrable Securities" shall mean the shares of Common
Stock issued and issuable to the Investors pursuant to the Purchase
Agreement and issuable upon conversion of or payment for interest under the
Debentures and upon the exercise of the Warrants and issuable to Dunwoody
upon exercise of the Dunwoody Warrant, and any securities issued with
respect to, or in exchange for, such securities (including without
limitation additional shares issuable following any adjustment described in
Section 7.1 of the Purchase Agreement).

                  "Registration Statement" shall mean any registration
statement filed under the 1933 Act of the Company that covers the resale of
any of the Registrable Securities or Additional Registrable Securities
pursuant to the provisions of this Agreement, amendments and supplements to
such Registration Statement, including post-effective amendments, all
exhibits and all material incorporated by reference in such Registration
Statement.



<PAGE>


                  "SEC" means the U.S. Securities and Exchange Commission.

                  "1933 Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

                  "1934 Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

                  "Warrants" mean the warrants to purchase shares of Common
Stock issued to the Investors pursuant to the Purchase Agreement.

                  Other capitalized terms used herein but not defined
herein shall have the meaning provided therefor in the Purchase Agreement.

          2.      Registration.

               (a)      Registration Statement.  Promptly following the
closing of the transactions contemplated by the Purchase Agreement (the
"Closing Date") (but no later than 45 days after the Closing Date), the
Company shall prepare and file with the SEC one Registration Statement on
Form S-3 (or, if Form S-3 is not then available to the Company, on such
form of registration statement as is then available to effect a
registration for resale of the Registrable Securities, subject to the
Investors' consent) covering the resale of the Registrable Securities.
Such Registration Statement shall cover, to the extent allowable under the
1933 Act and the Rules promulgated thereunder (including Rule 416), such
indeterminate number of additional shares of Common Stock resulting from
stock splits, stock dividends or similar transactions with respect to the
Registrable Securities.  No securities shall be included in the
Registration Statement without the consent of the Investors other than the
Registrable Securities.  The Registration Statement (and each amendment or
supplement thereto, and each request for acceleration of effectiveness
thereof) shall be provided in accordance with Section 3(c) to (and subject
to the approval of) the Investors and their counsel prior to its filing or
other submission, which approval shall not be unreasonably withheld or
delayed.



<PAGE>


               (b)      Expenses.  The Company will pay all expenses
associated with the registration, excluding discounts, commissions, fees of
underwriters, selling brokers, dealer managers or similar securities
industry professionals and excluding legal fees of the Investors.

               (c)      Effectiveness.

                    (i) The Company shall use its best efforts to have the
Registration Statement declared effective as soon as practicable.  If (A)
the Registration Statement is not declared effective by the SEC within 90
days following the Closing Date or, if the Registration Statement is
subject to full SEC review (which excludes "plain English" and other
immaterial comments), then within 20 days following the Closing Date (in
either case, the "Registration Date"), or (B) after the Registration
Statement has been declared effective by the SEC, sales cannot be made
pursuant to the Registration Statement for any reason but except as excused
pursuant to subparagraph (ii) below, then the Company will make payments to
each Investor, as damages and not as a penalty, for any 30 day period or
portion thereof following the Registration Date during which any of the
events described in (A) or (B) above occurs and is continuing (the
"Blackout Period") in an amount equal to 2% of the aggregate Purchase Price
paid by such Investor to the Company on the Closing Date.  The amounts
payable as damages pursuant to this paragraph shall be payable in lawful
money of the United States and shall be paid on demand from time to time
following the commencement of the Blackout Period until the termination of
the Blackout Period.  The same remedy shall be available in the case of any
failure to timely issue Underlying Shares upon conversion of the Debentures
or Warrant Shares upon exercise of the Warrants, or in the case of any
suspension from trading or delisting of the Common Stock from the Nasdaq
Stock Market.  If at any time a payment due hereunder remains unpaid for
more than sixty (60) days after demand, the rate of damage payments shall
thereafter be increased for all purposes to a rate equal to 3% per 30 day
period.  The remedies set forth in this section are not intended to be
exclusive, and shall be in addition to any other remedies available at law
or in equity.  Amounts payable as damages hereunder shall cease when the
Investors no longer hold any Debentures, Warrants or Registrable
Securities, or Additional Registrable Securities, as applicable.

                        (ii)  The Company may terminate or suspend
effectiveness of any registration contemplated by this Section one time for
a period of not more than twenty (20) days if the Company shall deliver to
the Investors a certificate signed by the President of the Company stating
that, in the good faith judgment of the Board of Directors of the Company,
it would (A) be seriously detrimental to the business of the Company for
such registration to be effected or remain effective at such time, (B)
interfere with any proposed or pending material corporate transaction
involving the Company or any of its subsidiaries, or (C) result in any
premature disclosure thereof.  In such a case, the Company shall not
disclose to an Investor any facts or circumstances constituting material
non-public information, without the prior written consent of such Investor.

The duration of the MFN Period provided for in the Purchase Agreement, the
Debentures and the Warrants will be extended by the number of days of (x)
any termination or suspension of the effectiveness of any registration
contemplated by this Section 2, and (y) without duplicating, the number of
days in any Blackout Period (computed as if the excused period in this
subsection (c)(ii) did not apply).

               (d)      Promptly following the issuance of any Additional
Registrable Securities, the Company shall file a Registration Statement and
use its best efforts to have such Registration Statement covering the
Additional Registrable Securities declared effective as soon as possible.
All time periods, provisions, rights and remedies covering the registration
of Registrable Securities shall apply, mutatis mutandis, to the
registration of the Additional Registrable Securities.



<PAGE>


          3.      Company Obligations.  The Company will use its best
efforts to effect the registration of the Registrable Securities and
Additional Registrable Securities in accordance with the terms hereof, and
pursuant thereto the Company will, as expeditiously as possible:

               (a)      use its best efforts to cause such Registration
Statement to become effective and to remain continuously effective for a
period that will terminate upon the later of (i) thirty (30) months
following the effective date of the Registration Statement and (ii) the
earlier of the date on which all Registrable Securities or Additional
Registrable Securities, as the case may be, covered by such Registration
Statement, as amended from time to time, have been sold or until such time
as they become eligible for distribution pursuant to Rule 144(k), or any
successor provision thereof, under the 1933 Act (the "Registration
Period");

               (b)      prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement and the Prospectus
as may be necessary to keep the Registration Statement effective for the
period specified in Section 3(a) and to comply with the provisions of the
1933 Act and the 1934 Act with respect to the distribution of all
Registrable Securities and Additional Registrable Securities; provided
that, at a time reasonably prior to the filing of a Registration Statement
or Prospectus, or any amendments or supplements thereto, the Company will
furnish to the Investors copies of all documents proposed to be filed,
which documents will be subject to the comments of the Investors;

               (c)      permit a single firm of counsel designated by the
Investors to review the Registration Statement and all amendments and
supplements thereto no fewer than ten (10) days prior to their filing with
the SEC, and not file any document in a form to which such counsel
reasonably objects;

               (d)      furnish to the Investors and their legal counsel
(i) promptly after the same is prepared and publicly distributed, filed
with the SEC, or received by the Company, one copy of the Registration
Statement and any amendment thereto, each preliminary prospectus and
Prospectus and each amendment or supplement thereto, and each letter
written by or on behalf of the Company to the SEC or the staff of the SEC,
and each item of correspondence from the SEC or the staff of the SEC, in
each case relating to such Registration Statement (other than any portion
of any thereof which contains information for which the Company has sought
confidential treatment), and (ii) such number of copies of a Prospectus,
including a preliminary prospectus, and all amendments and supplements
thereto and such other documents as such Investor may reasonably request in
order to facilitate the disposition of the Registrable Securities and
Additional Registrable Securities owned by such Investor;

               (e)      make reasonable effort to prevent the issuance of
any stop order or other suspension of effectiveness and, if such order is
issued, obtain the withdrawal of any such order at the earliest possible
moment;

               (f)      furnish to the Investors at least five copies of
the Registration Statement and any post-effective amendment thereto,
including financial statements and schedules by courier pursuant to the
notice requirements of Section 10.4 of the Purchase Agreement;

               (g)      prior to any public offering of Registrable
Securities and/or Additional Registrable Securities, use its best efforts
to register or qualify or cooperate with the Investors and their counsel in
connection with the registration or qualification of such Registrable
Securities or Additional Registrable Securities, as applicable, for offer
and sale under the securities or blue sky laws of all U.S. jurisdictions
and do any and all other reasonable acts or things necessary or advisable
to enable the distribution in such jurisdictions of the Registrable
Securities or Additional Registrable Securities covered by the Registration
Statement;


<PAGE>


               (h)      cause all Registrable Securities and/or Additional
Registrable Securities covered by the Registration Statement to be listed
on each securities exchange, interdealer quotation system or other market
on which similar securities issued by the Company are then listed;

               (i)      immediately notify the Investors, at any time when
a Prospectus relating to the Registrable Securities and/or Additional
Registrable Securities is required to be delivered under the Securities
Act, upon discovery that, or upon 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
any 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 at the request of any such holder, promptly prepare and
furnish to such holder a reasonable number of copies of a supplement to or
an amendment of such Prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities or Additional
Registrable Securities, as applicable, 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
not misleading in the light of the circumstances then existing; and

               (j)      otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC under the 1933 Act and the 1934
Act, take such other actions as may be reasonably necessary to facilitate
the registration of the Registrable Securities and Additional Registrable
Securities hereunder.

          4.      Obligations of the Investors.

               (a)      It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities and/or Additional
Registrable Securities, if applicable, that each Investor shall furnish in
writing to the Company such information regarding itself, the Registrable
Securities and/or Additional Registrable Securities, as applicable, held by
it and the intended method of disposition of the Registrable Securities
and/or Additional Registrable Securities, as applicable, held by it as
shall be reasonably required to effect the registration of such Registrable
Securities and/or Additional Registrable Securities, as applicable, and
shall execute such documents in connection with such registration as the
Company may reasonably request.  At least ten (10) business days prior to
the first anticipated filing date of the Registration Statement, the
Company shall notify the Investors of the information the Company requires
from each Investor if such Investor elects to have any of the Registrable
Securities and/or Additional Registrable Securities included in the
Registration Statement.

               (b)      Each Investor, by its acceptance of the Registrable
Securities and Additional Registrable Securities, if any, agrees to
cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of the Registration Statement
hereunder, unless such Investor has notified the Company in writing of its
election to exclude all of its Registrable Securities or Additional
Registrable Securities, as applicable, from the Registration Statement.

               (c)      In the event the Investors determine to engage the
services of an underwriter, the Investors agree to enter into and perform
their obligations under an underwriting agreement, in usual and customary
form, including, without limitation, customary indemnification and
contribution obligations, with the managing underwriter of such offering
and take such other actions as are reasonably required in order to expedite
or facilitate the dispositions of the Registrable Securities and/or
Additional Registrable Securities, as applicable.



<PAGE>


               (d)      Each Investor agrees that, upon receipt of any
notice from the Company of the happening of any event rendering the
Registration Statement no longer effective, the Investor will immediately
discontinue disposition of Registrable Securities or Additional Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities or Additional Registrable Securities until the Investor's
receipt of the copies of the supplemented or amended prospectus filed with
the SEC and declared effective and, if so directed by the Company, the
Investor shall deliver to the Company (at the expense of the Company) or
destroy (and deliver to the Company a certificate of destruction) all
copies in the Investor's possession of the prospectus covering the
Registrable Securities or Additional Registrable Securities, as applicable,
current at the time of receipt of such notice.

               (e)      An Investor may not participate in any underwritten
registration hereunder unless it (i) agrees to sell the Registrable
Securities or Additional Registrable Securities, as applicable, on the
basis provided in any underwriting arrangements in usual and customary form
entered into by the Company, (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents reasonably required under the terms of such
underwriting arrangements, and (iii) agrees to pay its pro rata share of
all underwriting discounts and commissions and any expenses in excess of
those payable by the Company pursuant to the terms of this Agreement.

          5.      Indemnification.

               (a)      Indemnification by Company.  The Company agrees to
indemnify and hold harmless, to the fullest extent permitted by law each
Investor, its officers, directors, partners, members, managers and
employees and each person who controls such Investor (within the meaning of
the 1933 Act) against all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable attorney's fees) and expenses
caused by (i) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or any preliminary
prospectus or any amendment or supplement thereto or any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as the same are based upon any information furnished in writing to
the Company by such Investor, expressly for use therein, or (ii) any
violation by the Company of any federal, state or common law, rule or
regulation applicable to the Company in connection with any Registration
Statement, Prospectus or any preliminary prospectus, or any amendment or
supplement thereto, and shall reimburse in accordance with subparagraph (c)
below, each of the foregoing persons for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claims.  The foregoing is subject to the condition that, insofar as the
foregoing indemnities relate to any untrue statement, alleged untrue
statement, omission or alleged omission made in any preliminary prospectus
or Prospectus that is eliminated or remedied in any Prospectus or amendment
or supplement thereto, the above indemnity obligations of the Company shall
not inure to the benefit of any indemnified party if a copy of such
corrected Prospectus or amendment or supplement thereto had been made
available to such indemnified party and was not sent or given by such
indemnified party at or prior to the time such action was required of such
indemnified party by the 1933 Act and if delivery of such Prospectus or
amendment or supplement thereto would have eliminated (or been a sufficient
defense to) any liability of such indemnified party with respect to such
statement or omission.  Indemnity under this Section 5(a) shall remain in
full force and effect regardless of any investigation made by or on behalf
of any indemnified party and shall survive the permitted transfer of the
Registrable Securities and Additional Registrable Securities.



<PAGE>


               (b)      Indemnification by Holder of Registrable
Securities.  In connection with any registration pursuant to the terms of
this Agreement, each Investor severally will furnish to the Company in
writing such information as the Company reasonably requests concerning the
holders of Registrable Securities and Additional Registrable Securities or
the proposed manner of distribution for use in connection with any
Registration Statement or Prospectus and severally (and not jointly) agrees
to indemnify and hold harmless, to the fullest extent permitted by law, the
Company, its directors, officers, employees, stockholders and each person
who controls the Company (within the meaning of the 1933 Act) against any
losses, claims, damages, liabilities and expense (including reasonable
attorney's fees) resulting from any untrue statement of a material fact or
any omission of a material fact required to be stated in the Registration
Statement or Prospectus or preliminary prospectus or amendment or
supplement thereto or necessary to make the statements therein not
misleading, to the extent, but only to the extent that such untrue
statement or omission is contained in any information furnished in writing
by such holder of Registrable Securities or Additional Registrable
Securities to the Company specifically for inclusion in such Registration
Statement or Prospectus or amendment or supplement thereto and that such
information was substantially relied upon by the Company in preparation of
the Registration Statement or Prospectus or any amendment or supplement
thereto.  In no event shall the liability of a holder of Registrable
Securities or Additional Registrable Securities be greater in amount than
the dollar amount of the proceeds (net of all expense paid by such holder
and the amount of any damages such holder has otherwise been required to
pay by reason of such untrue statement or omission) received by such holder
upon the sale of the Registrable Securities or Additional Registrable
Securities included in the Registration Statement giving rise to such
indemnification obligation.

               (c)      Conduct of Indemnification Proceedings.  Any person
entitled to indemnification hereunder shall (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks
indemnification and (ii) permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the
indemnified party; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to
participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such person unless (a) the indemnifying
party has agreed to pay such fees or expenses, or (b) the indemnifying
party shall have failed to assume the defense of such claim and employ
counsel reasonably satisfactory to such person or (c) in the reasonable
judgment of any such person, based upon written advice of its counsel, a
conflict of interest exists between such person and the indemnifying party
with respect to such claims (in which case, if the person notifies the
indemnifying party in writing that such person elects to employ separate
counsel at the expense of the indemnifying party, the indemnifying party
shall not have the right to assume the defense of such claim on behalf of
such person); and provided, further, that the failure of any indemnified
party to give notice as provided herein shall not relieve the indemnifying
party of its obligations hereunder, except to the extent that such failure
to give notice shall materially adversely affect the indemnifying party in
the defense of any such claim or litigation.  It is understood that the
indemnifying party shall not, in connection with any proceeding in the same
jurisdiction, be liable for fees or expenses of more than one separate firm
of attorneys at any time for all such indemnified parties.  No indemnifying
party will, except with the consent of the indemnified party, consent to
entry of any judgment or enter into any settlement that does not include as
an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability in respect to such
claim or litigation.



<PAGE>


               (d)      Contribution.  If for any reason the
indemnification provided for in the preceding paragraphs (a) and (b) is
unavailable to an indemnified party or insufficient to hold it harmless,
other than as expressly specified therein, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as
a result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnified party and the
indemnifying party, as well as any other relevant equitable considerations.

No person guilty of fraudulent misrepresentation within the meaning of
Section 11(f) of the 1933 Act shall be entitled to contribution from any
person not guilty of such fraudulent misrepresentation.  In no event shall
the contribution obligation of a holder of Registrable Securities or
Additional Registrable Securities be greater in amount than the dollar
amount of the proceeds (net of all expenses paid by such holder and the
amount of any damages such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission) received by it upon the sale of the Registrable Securities or
Additional Registrable Securities giving rise to such contribution
obligation.

          6.      Miscellaneous.

               (a)      Amendments and Waivers.  This Agreement may be
amended only by a writing signed by the parties hereto intended to be
bound.  The Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company
shall have obtained the written consent to such amendment, action or
omission to act, of the Investor(s) affected by such amendment, action or
omission to act.

               (b)      Notices.  All notices and other communications
provided for or permitted hereunder shall be made as set forth in Section
10.4 of the Purchase Agreement.

               (c)      Assignments and Transfers by Investors.  This
Agreement and all the rights and obligations of the Investors hereunder may
not be assigned or transferred to any transferee or assignee except as set
forth herein.  An Investor may make such assignment or transfer to any
transferee or assignee of any Common Stock, Debenture, Warrant, Dunwoody
Warrant or Registrable Securities, or Additional Registrable Securities,
provided, that (i) such transfer is made expressly subject to this
Agreement and the transferee agrees in writing to be bound by the terms and
conditions hereof, and (ii) the Company is provided with written notice of
such assignment.

               (d)      Assignments and Transfers by the Company.  This
Agreement may not be assigned by the Company without the prior written
consent of the Investors, except that without the prior written consent of
the Investors, but after notice duly given, the Company shall assign its
rights and delegate its duties hereunder to any successor-in-interest
corporation, and such successor-in-interest shall assume such rights and
duties, in the event of a merger or consolidation of the Company with or
into another corporation or the sale of all or substantially all of the
Company's assets.

               (e)      Benefits of the Agreement.  The terms and
conditions of this Agreement shall inure to the benefit of and be binding
upon the respective permitted successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement.



<PAGE>


               (f)      Counterparts.  This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

               (g)      Titles and Subtitles.  The titles and subtitles
used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.

               (h)      Severability.  If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of this Agreement
shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms to the fullest extent permitted by
law.

               (i)      Further Assurances.  The parties shall execute and
deliver all such further instruments and documents and take all such other
actions as may reasonably be required to carry out the transactions
contemplated hereby and to evidence the fulfillment of the agreements
herein contained.

               (j)      Entire Agreement.  This Agreement is intended by
the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein.  This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

               (k)      Applicable Law.  This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York
without regard to principles of conflicts of law.



                  [REMAINDER OF PAGE INTENTIONALLY BLANK]



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                  IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.




The Company:                  SUNRISE TECHNOLOGIES
                              INTERNATIONAL, INC.


                              By:_________________________
                              Name:
                              Title:


Placement Agent:              DUNWOODY BROKERAGE SERVICES, INC.



                              By:_________________________
                              Name:
                              Title:


The Investors:                THE TAIL WIND FUND, LTD.


                              By:_________________________
                              Name:
                              Title:


                              JEDDY DEVELOPMENT INC.


                              By:_________________________
                              Name:  Pablo Javier Espino
                              Title:  President


                              LBI GROUP INC.


                              By:_________________________
                              Name: Steven L. Berkenfeld
                              Title:     Senior Vice President



                              ____________________________
                              Donald Sanders MD, PhD


                              DONALD SANDERS, IRA,
                              CIBC OPPENHEIMER CORP AS CUSTODIAN


                              By:_________________________
                              Name: Donald Sanders MD, PhD
                              Title:     Beneficiary



<PAGE>




                              ____________________________
                              Donald Sanders MD, PhD, as guardian for
                              Monica Sanders



                              ____________________________
                              Donald Sanders MD, PhD, as guardian for
                              Kendra Sanders


                              WANDA SANDERS, IRA,
                              CIBC OPPENHEIMER CORP AS CUSTODIAN


                              By:_________________________
                              Name: Wanda Sanders
                              Title:     Beneficiary


                              ____________________________
                              Meyer Temkin


                              ____________________________
                              Charles D. Kelman, M.D.