<PAGE>

                                                                   Exhibit 10.10

THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
SECURITY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE
ONLY (i) IN A REGISTRATION OR QUALIFICATION OR (ii) IF AN EXEMPTION FROM
REGISTRATION OR QUALIFICATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO THE COMPANY.

SALE OR OTHER TRANSFER OF THIS SECURITY OR THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS SECURITY IS FURTHER RESTRICTED FOR UP TO 180 DAYS
FOLLOWING AN INITIAL PUBLIC OFFERING OF SECURITIES OF THE COMPANY.

Void After 5:00 p.m. Vista, California time on December 20, 2005

                               WARRANT TO PURCHASE
                             SHARES OF COMMON STOCK
                                       OF
                       REDLINE PERFORMANCE PRODUCTS, INC.

Warrant No. AD-16                                                Shares:  29,767

         THIS CERTIFIES that, subject to the terms and conditions herein set
forth, Gunn Allen Financial ("HOLDER") or registered assigns, is entitled to
purchase from REDLINE PERFORMANCE PRODUCTS, INC., a Minnesota corporation (the
"COMPANY"), at any time on or before December 20, 2005 (the "AGENT'S WARRANT"),
Twenty-Nine Thousand Seven Hundred Sixty-Seven (29,767) fully paid and
nonassessable shares of $0.01 par value per share common stock of the Company
(such class of shares being referred to as the "COMMON STOCK," and such shares
of Common Stock which may be acquired upon exercise of this Agent's Warrant
being referred to as the "WARRANT SHARES"). This Agent's Warrant is being issued
in connection with a placement (the "SERIES A PLACEMENT") of Series A
Convertible Preferred Stock ("SERIES A STOCK") being conducted by the Company
with the assistance of Dougherty & Company, LLC ("AGENT") to raise a minimum of
$2,000,000 and a maximum of $5,000,000. As used herein, the term "HOLDER" means
the Agent, or any record holder or holders of the Warrant or Warrant Shares,
whether in whole or in part.

         This Warrant is subject to the following provisions, terms and
conditions:

         1.)     Purchase Price. Subject to adjustment as hereinafter provided,
the purchase price of each Warrant Share shall be One and 25/100 Dollars
($1.25). The purchase price of one Warrant Share is referred to herein as the
"WARRANT EXERCISE PRICE."

<PAGE>

         2.)     Adjustment of Warrant Exercise Price and Number of Warrant
Shares. The provisions in this Agent's Warrant relating to the Warrant Exercise
Price and the number of Warrant Shares to be issued upon exercise of this
Agent's Warrant shall be subject to adjustment from time to time as hereinafter
provided.

                (a)        Upon each adjustment of the Warrant Exercise Price,
         the Holder of this Agent's Warrant shall thereafter be entitled to
         purchase, at the Warrant Exercise Price resulting from such adjustment,
         the number of shares of Common Stock obtained by multiplying the
         Warrant Exercise Price in effect immediately prior to such adjustment
         by the number of shares of Common Stock purchasable hereto immediately
         prior to such adjustment and dividing the product thereof by the
         Warrant Exercise Price resulting from such adjustment.

                 (b)       In case the Company shall at any time subdivide its
         outstanding Common Stock into a greater number of shares or declare a
         dividend payable in Common Stock, the Warrant Exercise Price in effect
         immediately prior to such subdivision shall be proportionately reduced
         and the number of shares of Common Stock purchasable pursuant to this
         Agent's Warrant shall be proportionately increased, and conversely, in
         case the Company's outstanding Common Stock shall be combined into a
         smaller number of shares, the Warrant Exercise Price in effect
         immediately prior to such combination shall be proportionately
         increased and the number of shares of Common Stock purchasable upon the
         exercise of this Agent's Warrant shall be proportionately reduced.

                 (c)       If any capital reorganization or reclassification of
         the capital stock of the Company, or consolidation or merger of the
         Company with another corporation, or the sale of all or substantially
         all of its assets to another corporation shall be effected in such a
         way that holders of Common Stock shall be entitled to receive stock,
         securities or assets ("SUBSTITUTED PROPERTY") with respect to or in
         exchange for such Common Stock, then, as a condition of such
         reorganization, reclassification, consolidation, merger or sale, the
         Holder shall have the right, upon payment of the aggregate Warrant
         Exercise Price, to purchase and receive upon the basis and upon the
         terms and conditions specified in this Agent's Warrant, and in lieu of
         the Common Stock of the Company immediately theretofore purchasable and
         receivable upon the exercise of the rights represented hereby, such
         Substituted Property as would have been issued or delivered to the
         Holder if it had exercised this Agent's Warrant and had received upon
         exercise of this Agent's Warrant the Common Stock prior to such
         reorganization, reclassification, consolidation, merger, or sale. The
         Company shall not effect any such consolidation, merger, or sale,
         unless prior to the consummation thereof the successor corporation (if
         other than the Company) resulting from such consolidation or merger or
         the corporation purchasing such assets shall assume the obligation to
         deliver to the Holder such Substituted Property as, in accordance with
         the foregoing provisions, the Holder may be entitled to purchase.

                 (d)       If the Company takes any other action, or if any
         other event occurs which does not come within the scope of the
         provisions of Sections 2(b) or 2(c), but which should, in the Company's
         reasonable judgment, result in an adjustment in the Warrant Exercise
         Price and/or the number of shares subject to the Agent's Warrant in
         order to fairly protect the purchase rights of the Holder, an
         appropriate adjustment in such purchase rights shall be made by the
         Company.

                                      -2-

<PAGE>

                 (e)       Upon any adjustment of the Warrant Exercise Price or
         the number of shares issuable upon this Agent's Warrant, the Company
         shall give written notice thereof, by first-class mail, postage
         prepaid, addressed to the Holder at the address of the Holder as shown
         on the books of the Company, which notice shall state the Warrant
         Exercise Price resulting from such adjustment and the increase or
         decrease, if any, in the number of shares purchasable at such price
         upon the exercise of this Agent's Warrant, setting forth in reasonable
         detail the method of calculation and the facts upon which such
         calculation is based.

         3.)     No Fractional Shares. No fractional shares will be issued in
connection with any exercise of this Agent's Warrant. In lieu of any fractional
share which would otherwise be issuable, the Company shall pay cash equal to the
product of such fraction multiplied by the fair market value, as determined by
the Company's officers, of one share of Common Stock on the date of exercise.

         4.)     No Shareholder Rights. This Agent's Warrant shall not entitle
its Holder to vote, receive dividends or exercise any of the rights of a
shareholder of the Company prior to exercise of this Agent's Warrant.

         5.)     Covenants of the Company. The Company covenants that during the
period this Agent's Warrant is exercisable, the Company will reserve from its
authorized and unissued shares of Common Stock a sufficient number of shares of
Common Stock to provide for the issuance of Warrant Shares upon the exercise of
this Agent's Warrant. The Company further covenants that all Warrant Shares that
may be issued upon the exercise of this Agent's Warrant will, upon payment and
issuance, be duly authorized and issued, fully paid and nonassessable shares of
Common Stock.

         6.)     Exercise of Agent's Warrant. This Agent's Warrant may be
exercised by the registered Holder, in whole or in part, by the surrender of
this Agent's Warrant at the principal office of the Company, together with the
Exercise Form attached hereto duly executed, accompanied by payment in full of
the amount of the aggregate Warrant Exercise Price in cash, cashier's check or
bank draft. Upon partial exercise hereof, a new warrant or warrants containing
the same date and provisions as this Agent's Warrant shall be issued by the
Company to the registered Holder for the number of Warrant Shares with respect
to which this Agent's Warrant shall not have been exercised. The Agent's Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the date the Company is in receipt of this Agent's Warrant, a
completed Exercise Form, all documents the Company may reasonably request from
the Holder for the purpose of complying with applicable securities and other
laws, and payment for the number of Warrant Shares being acquired upon exercise
of this Agent's Warrant. The Holder entitled to receive the Warrant Shares
issuable upon such exercise shall be treated for all purposes as the Holder of
record of such Warrant Shares as of the close of business on such date. After
such date, the Company shall issue and deliver to the Holder or Holders entitled
to receive the same, a certificate or certificates for the number of full
Warrant Shares issuable upon such exercise, together with cash in lieu of any
fraction of a share, as provided above.

                                      -3-

<PAGE>

         7.)     Registration of Warrant Shares. The rights of the holder of
this Agent's Warrant to include Warrant Shares in a registered offering of
securities conducted by the Company are set forth in Appendix A to the Form of
Subscription Agreement and Letter of Investment Intent (Investor Rights
Provisions) utilized in connection with the Company's sale of shares of Series A
Stock, between the Company and each of the Series A Stock investors.

         8.)     Compliance with Securities Laws and Other Transfer
Restrictions.

                 (a)       The Holder of this Agent's Warrant, by acceptance
         hereof, agrees, represents and warrants that this Agent's Warrant and
         the Warrant Shares which may be issued upon exercise hereof are being
         acquired for investment, that the Holder has no present intention to
         resell or otherwise dispose of all or any part of this Agent's Warrant
         or any Warrant Shares, and that the Holder will not offer, sell or
         otherwise dispose of all or any part of this Agent's Warrant or any
         Warrant Shares except under circumstances which will not result in a
         violation of the Securities Act of 1933, as amended (the "ACT") or
         applicable state securities laws. The Company may condition any
         transfer, sale, pledge, assignment or other disposition on the receipt
         from the party to whom this Agent's Warrant is to be so transferred or
         to whom Warrant Shares are to be issued or so transferred, of any
         representations and agreements requested by the Company in order to
         permit such issuance or transfer to be made pursuant to exemptions from
         registration under federal and applicable state securities laws. Upon
         exercise of this Agent's Warrant, the Holder hereof shall, if requested
         by the Company, confirm in writing Holder's investment purpose and
         acceptance of the restrictions on transfer of the Warrant Shares, as
         well as any representations and agreements requested by the Company in
         order to permit the issuance of Warrant Shares to be made pursuant to
         exemptions from registration under federal and applicable state
         securities laws.

                 (b)       In the event the Holder of this Agent's Warrant
         desires to transfer this Agent's Warrant, the Holder shall provide the
         Company with a Form of Assignment, in the form attached hereto
         describing the manner of such transfer, and an opinion of counsel
         (reasonably acceptable to the Company) that the proposed transfer may
         be effected without registration or qualification under applicable
         securities laws, whereupon such Holder shall be entitled to transfer
         this Agent's Warrant in accordance with the notice delivered by such
         Holder to the Company. If, in the opinion of the counsel referred to in
         this Section, the proposed transfer or disposition described in the
         written notice given may not be effected without registration or
         qualification of this Agent's Warrant, the Company shall give written
         notice thereof to the Holder hereof, and such Holder will limit its
         activities in respect to such proposed transfer or disposition as, in
         the opinion of such counsel, are permitted by law. The Company may
         place one or more restrictive legends on the Agent's Warrant or any
         certificates representing the Warrant Shares which set forth the
         restrictions contained herein, and may further place a "stop transfer"
         restriction in the Company's books and records with respect to the
         Agent's Warrant and any Warrant Shares. The restrictions set forth in
         this Agent's Warrant shall be binding upon any holder, donee, assignee
         or transferee of the Agent's Warrant or the Warrant Shares.

                 (c)       If the Company conducts an initial public offering of
         its Common Stock by filing a registration statement under the Act, the
         Holder of this Agent's Warrant or any

                                      -4-

<PAGE>

         Warrant Shares shall not, without the prior written consent of the
         Company and the managing underwriter in such offering: (i) sell,
         transfer or otherwise dispose of, or agree to sell, transfer or
         otherwise dispose of the Agent's Warrant or any of the Warrant Shares;
         (ii) sell, transfer or otherwise dispose of, or agree to sell, transfer
         or otherwise dispose of the Agent's Warrant or any right to purchase
         any of the Warrant Shares; or (iii) sell or grant, or agree to sell or
         grant, options, rights or warrants with respect to the Agent's Warrant
         or any of the Warrant Shares. Such restrictions shall be effective for
         a period of time equal to the period during which the managing
         underwriter imposes such transfer restrictions on the Company's
         officers and directors; provided, that in no event shall the restricted
         period applicable to the Holder of this Agent's Warrant exceed one
         hundred eighty (180) days after effectiveness of the Company's
         registration statement filed under the Act with the Securities and
         Exchange Commission with respect to such initial public offering.

         9.)     Subdivision of Agent's Warrant. At the request of the Holder of
this Agent's Warrant in connection with a transfer or exercise of a portion of
the Agent's Warrant, upon surrender of such Agent's Warrant for such purpose to
the Company, the Company will issue and exchange therefor warrants of like tenor
and date representing in the aggregate the right to purchase such number of
shares of Common Stock as shall be designated by such Holder at the time of such
surrender; provided, however, that the Company's obligations to subdivide
securities under this Section shall be subject to and conditioned upon the
compliance of any such subdivision with applicable securities laws.

         10.)    Loss, Theft, Destruction or Mutilation of Agent's Warrant. Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Agent's Warrant, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Agent's Warrant, if
mutilated, the Company will make and deliver a new Agent's Warrant of like tenor
and dates as of such cancellation, in lieu of this Agent's Warrant.

         11.)    No Limitation on Corporate Action. No provisions of the Agent's
Warrant and no right or option granted or conferred hereunder shall in any way
limit, affect, or abridge the exercise by the Company of any of its corporate
rights or powers to recapitalize, amend its Articles of Incorporation,
reorganize or merge with or into another corporation, or to transfer all or any
part of its property or assets, or the exercise of any other of its corporate
rights and powers.

         12.)    Miscellaneous. This Agent's Warrant shall be governed by the
laws of the state of Minnesota without reference to such state's choice of laws
provisions. The headings in this Agent's Warrant are for purposes of convenience
and reference only, and shall not be deemed to constitute a part hereof. Neither
this Agent's Warrant nor any term hereof may be changed, waived, discharged or
terminated orally but only by an instrument in writing signed by the Company and
the registered Holder hereof. All notices and other communications from the
Company to the Holder of this Agent's Warrant shall be by certified mail, return
receipt requested, or by overnight delivery service to the address furnished to
the Company in writing by

                                      -5-

<PAGE>

the last Holder of this Agent's Warrant who shall have furnished an address to
the Company in writing. Delivery shall be deemed to have occurred on the date
three (3) days after depositing the notice in the U.S. mail or one (1) day after
delivery of such notice to a reputable overnight delivery service.

         13.)    Additional Right to Convert Agent's Warrant (Cashless
Exercise).

                 (a)       The Holder of this Agent's Warrant shall have the
         right to require the Company to convert this Agent's Warrant (the
         "CONVERSION RIGHT") at any time after it is exercisable but prior to
         its expiration, into shares of Company Common Stock as provided for in
         this Section. Upon exercise of the Conversion Right, the Company shall
         deliver to the Holder (without payment by the Holder of any Warrant
         Exercise Price) that number of shares of Company Common Stock equal to
         the quotient obtained by dividing (x) the value of the Warrant at the
         time the Conversion Right is exercised (determined by subtracting the
         aggregate Warrant Exercise Price for the Warrant Shares in effect
         immediately prior to the exercise of the Conversion Right from the
         aggregate Fair Market Value for the Warrant Shares immediately prior to
         the exercise of the Conversion Right) by (y) the Fair Market Value of
         one share of Company Common Stock immediately prior to the exercise of
         the Conversion Right.

                 (b)       The Conversion Right may be exercised by the Holder,
         at any time or from time to time, prior to its expiration, on any
         business day by delivering a written notice in the form attached hereto
         (the "CONVERSION NOTICE") to the Company at the offices of the Company
         exercising the Conversion Right and specifying (i) the total number of
         shares of Stock the Holder will purchase pursuant to such conversion
         and (ii) a place and date not less than ten or more than 20 business
         days from the date of the Conversion Notice for the closing of such
         purchase.

                 (c)       At any closing under Section 13(b) hereof, (i) the
         Holder will surrender the Warrant and (ii) the Company will deliver to
         the Holder a certificate or certificates for the number of shares of
         Company Common stock issuable upon such conversion, together with cash,
         in lieu of any fraction of a share, and (iii) the Company will deliver
         to the Holder a new warrant representing the number of shares, if any,
         with respect to which the warrant shall not have been exercised.

                 (d)       "FAIR MARKET VALUE" of a share of Common Stock as of
         a particular date (the "DETERMINATION DATE") shall mean:

                           (i)  If the Company's Common Stock is traded on an
                 exchange or is quoted on the Nasdaq National Market, then the
                 average closing or last sale prices, respectively, reported
                 for the ten (10) business days immediately preceding the
                 Determination Date.

                           (ii)  If the Company's Common Stock is not traded on
                 an exchange or on the Nasdaq National Market but is traded on
                 the Nasdaq SmallCap Market or other over-the-counter market,
                 then the average of the mean of the closing bid and ask prices
                 reported for the ten (10) business days immediately preceding
                 the Determination Date, and

                                      -6-

<PAGE>

                           (iii)  If the Company's Common Stock is not traded on
                 an exchange or on the Nasdaq National Market, Nasdaq SmallCap
                 Market or other over-the-counter market, then the price
                 established in good faith by the Board of Directors.

ISSUED this 20th day of December, 2000.

REDLINE PERFORMANCE PRODUCTS, INC.

By: /s/  Kent Harle
    ------------------------
    Its: PRESIDENT

                                      -7-

<PAGE>

                               FORM OF ASSIGNMENT

                       REDLINE PERFORMANCE PRODUCTS, INC.

         FOR VALUE RECEIVED, the undersigned registered owner of this Agent's
Warrant hereby sells, assigns and transfers unto the Assignee named below all of
the rights of the undersigned under the within Agent's Warrant, with respect to
the number of shares of Common Stock set forth below:

<TABLE>
<CAPTION>
NAME OF ASSIGNEE                    ADDRESS                     NUMBER OF SHARES
----------------                    -------                     ----------------
<S>                                 <C>                         <C>
</TABLE>

and does hereby irrevocably constitute and appoint _____________________________
Attorney to make such transfer on the books of REDLINE PERFORMANCE PRODUCTS,
INC. maintained for the purpose, with full power of substitution in the
premises. The undersigned understands that compliance with the provisions of the
Agent's Warrant is necessary to effect any assignment or transfer.

Dated: _____________ ___, _____

___________________________________
Signature

___________________________________
Print Name

                                      -8-

<PAGE>

                                  EXERCISE FORM

                       REDLINE PERFORMANCE PRODUCTS, INC.

             (To be executed only upon exercise of Agent's Warrant)

         The undersigned registered owner of this Agent's Warrant irrevocably
exercises this Agent's Warrant for and purchases _____________________________
of the number of shares of Common Stock of REDLINE PERFORMANCE PRODUCTS, INC.
purchasable with this Agent's Warrant, and herewith makes payment therefor, all
at the price and on the terms and conditions specified in this Agent's Warrant.

         The undersigned agrees to deliver a completed and executed
subscription, investment or similar document requested by the Company in
connection with the purchase of shares of Common Stock upon exercise of this
Agent's Warrant.

Dated: __________________ ___, _____

_______________________________________
Signature of Registered Owner

_______________________________________
Street Address

_______________________________________
City, State, Zip Code

_______________________________________
IRS Identification Number

                                      -9-

<PAGE>

                             CASHLESS EXERCISE FORM

                       REDLINE PERFORMANCE PRODUCTS, INC.

        (To be executed upon exercise of Warrant pursuant to Section 13)

         The undersigned hereby irrevocably elects a cashless exercise of the
right of purchase represented by the within Warrant Certificate for, and to
purchase thereunder, ______________ shares of Common Stock, as provided for in
Section 13 therein.

         Please issue a certificate or certificates for such Common Stock in the
name of, and pay any cash for any fractional share to:

                                             Name_______________________________
                                                 (Please print Name)

                                             Address____________________________

                                                    ____________________________

                                             Social Security No.________________

                                             Signature__________________________

         NOTE: The above signature should correspond exactly with the name on
the first page of this Warrant Certificate or with the name of the assignee
appearing in the Form of Assignment.

         And if said number of shares shall not be all the shares purchasable
under the within Warrant Certificate, a new Warrant Certificate is to be issued
in the name of said undersigned for the balance remaining of the shares
purchasable thereunder rounded up to the next higher number of shares.

                                      -10-

<PAGE>

                       REDLINE PERFORMANCE PRODUCTS, INC.

                           INVESTOR RIGHTS PROVISIONS

         1.)     Certain Definitions. Capitalized terms not defined herein shall
have the meanings set forth in the Series A Preferred Stock Subscription
Agreement and Letter of Investment Intent between the Company and each Series A
Holder, to which this Attachment B is attached. In addition, as used in this
Attachment B, the following terms shall have the following respective meanings:

                 "AFFILIATE" means, as to any person, a person that directly or
indirectly, through one or more intermediaries, controls or is controlled by, or
is under common control with, such person. The term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through the
ownership of voting stock or an equity interest, by contract, or otherwise.

                 "AGENT HOLDERS" shall mean the holders of: (i) Agent Warrants;
and (ii) shares of Common Stock issued upon the exercise of the Agent Warrants.

                 "AGENT WARRANTS" shall mean a class of warrants to purchase
Common Stock, each having the designation "AD-", which warrants were issued as
compensation in connection with the Company's sale of Series A Preferred Stock.

                 "BRIDGE HOLDERS" shall mean the holders of: (i) Bridge
Warrants; and (ii) the Common Stock issued upon exercise of Bridge Warrants.

                 "BRIDGE WARRANTS" shall mean a class of warrants to purchase
Common Stock, each having the designation "AB-", which warrants were issued in
connection with the Company's sale of 10% convertible subordinated promissory
notes.

                 "COMMISSION" shall mean the Securities and Exchange Commission
of the United States or any other U.S. federal agency at the time administering
the Securities Act.

                 "COMMON STOCK" shall mean the Common Stock of the Company.

                 "COMMON STOCK EQUIVALENTS" shall mean the Company's Common
Stock then outstanding plus the shares of Common Stock then issuable upon
conversion of the outstanding Series A Preferred Stock.

                 "COMPANY" shall mean Redline Performance Products, Inc.

                 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, or any similar United States federal statute and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.

                                       1.

<PAGE>

                 "HOLDER" shall mean each Series A Holder, Agent Holder and
Bridge Holder.

                 "INDEMNIFIED PARTY" shall have the meaning assigned in Section
7(c) hereof.

                 "INDEMNIFYING PARTY" shall have the meaning assigned in Section
7(c) hereof.

                 "INITIATING HOLDERS" shall have the meaning assigned in Section
2(a) hereof.

                 "IPO" shall mean the closing of the first public offering of
Common Stock of the Company pursuant to a registration statement under the
Securities Act declared effective by the Commission.

                 "MATERIAL ADVERSE INFORMATION" shall have the meaning assigned
in Section 4(b) hereof.

                 "NEW SECURITIES" shall mean any shares of capital stock of the
Company, including Common Stock and Series A Preferred Stock, whether or not now
authorized, and rights, options or warrants to purchase said shares of Common
Stock, and securities of any type whatsoever that are, or may become,
convertible into said shares of Common Stock or Series A Preferred Stock.
Notwithstanding the foregoing, "New Securities" does not include (i) the Series
A Preferred Stock purchased by the Holders prior hereto or concurrently
herewith, (ii) the Common Stock issuable upon conversion of Series A Preferred
Stock, (iii) securities offered to the public generally pursuant to a
registration statement under the Securities Act, (iv) securities issued pursuant
to a Rule 145 Transaction, (v) the Company's Common Stock or related options
convertible into such Common Stock issued to employees, officers and directors
of, and consultants to, the Company, which shares were either issued prior to
the Closing or are issued after the Closing pursuant to arrangements approved by
the Board of Directors of the Company, or upon the exercise of options granted
to such parties pursuant to any such arrangement or (vi) shares issued in
connection with any stock split, stock dividend or recapitalization by the
Company.

                 "OTHER HOLDERS" shall have the meaning assigned in Section 2(a)
hereof

                 "REGISTRATION EXPENSES" shall mean all expenses, except as
otherwise stated below, incurred by the Company in complying with Sections 2 and
3 hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company and blue sky fees and expenses.

                 "REGISTRABLE SECURITIES" shall mean (i) Common Stock issued or
issuable upon conversion of Series A Preferred Stock; (ii) Common Stock issued
or issuable upon exercise of Bridge Warrants; (iii) Common Stock issued or
issuable upon exercise of Agent Warrants; and (iv) any shares of Common Stock
issued or issuable in respect of such Common Stock upon any stock split, stock
dividend, recapitalization or similar event. Shares of Common Stock or other
securities shall only be treated as Registrable Securities if they have not been
(A) sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction or (B) sold in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act so that all transfer restrictions and restrictive legends with
respect thereto are removed upon the consummation of such sale.

                                       2.

<PAGE>

                 The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement by the Commission and such other
governmental or regulatory bodies as are appropriate.

                 "RULE 145 TRANSACTION" shall mean any transaction described in
Rule 145(a) promulgated by the Commission under the Securities Act.

                 "SERIES A PREFERRED STOCK" shall mean the Series A Preferred
Stock of the Company.

                 "SERIES A FINANCING" shall mean the offer and sale by the
Company of Series A Preferred Stock.

                 "SERIES A HOLDERS" shall mean the holders of: (i) Series A
Preferred Stock; and (ii) Common Stock issued upon the conversion of Series A
Preferred Stock.

                 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar United States federal statute and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.

                 "SELLING EXPENSES" shall mean all underwriting discounts,
selling commissions, stock transfer taxes and fees of counsel to Holders
applicable to the securities included in a registration by the Holders.

2.)      Requested Registration on Form S-3.

(a)      Request for Registration. Commencing one (1) year after an IPO, upon
the written request by the Holders of Registrable Securities who collectively
hold more than 50% of the Registrable Securities (such requesting holder or
holders referred to as the "INITIATING HOLDERS"), provided, that the Company is
eligible to use registration Form S-3, or a successor form, to effect the
requested registration and the Registrable Securities included in any such
registration have a dollar value of not less than $2 million as of the close of
business on the date on which such request was made, the Company will:

                 (1)       promptly give written notice of the proposed
                           registration, qualification or compliance to all
                           other Holders who are not Initiating Holders; and

                 (2)       as soon as practicable, use its reasonable best
                           efforts to effect such registration, qualification or
                           compliance (including, without limitation,
                           appropriate qualification under applicable blue sky
                           or other state securities laws and appropriate
                           compliance with applicable regulations issued under
                           the Securities Act and any other governmental
                           requirements or regulations) as may be so requested
                           and as would permit or facilitate the sale and
                           distribution of all or such portion of such
                           Registrable Securities as are specified in such
                           request, together with all or such portion of the
                           Registrable Securities of any Holder(s) joining in
                           such request as are specified in a written request
                           received by the Company within twenty (20)

                                       3.

<PAGE>

                           days after receipt of such written notice from the
                           Company (collectively, the "OTHER HOLDERS").

(b)      Underwriting. In the event that the Initiating Holders indicate in
their written request pursuant to Section 2(a) that a registration pursuant to
this Section 2 is for a registered public offering involving an underwriting,
the Company shall so advise the Holders as part of the notice given pursuant to
Section 2(a)(1). In such event, the right of any Holder, as the case may be, to
registration pursuant to this Section 2 shall be conditioned upon such Holder's
participation in the underwriting arrangements required by this Section 2, and
the inclusion of such Holder's Registrable Securities in the underwriting to the
extent requested shall be limited to the extent provided herein. The Company
shall (together with all Initiating Holders and Other Holders proposing to
distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter selected
by the Company. Notwithstanding any other provision of this Section 2, if the
managing underwriter advises the Initiating Holders in writing that marketing
factors require a limitation of the number of shares to be underwritten, then
the Company shall so advise the Initiating Holders and the Other Holders, and
the number of shares that may be included in the registration and underwriting
shall be allocated among the Initiating Holders and the Other Holders in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities that such Initiating Holders and Other Holders have requested
pursuant to Section 2(a) hereof to include in such registration. No Registrable
Securities or other securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration. To
facilitate the allocation of shares in accordance with the above provisions, the
Company or the underwriters may round the number of shares allocated to any
Initiating Holder or Other Holder to the nearest one hundred (100) shares.

(c)      The Company shall not be obligated to take any action to effect any
such registration, qualification or compliance pursuant to this Section 2:

                 (1)       During the period starting with the date sixty (60)
                           days prior to the Company's estimated date of filing
                           of any registration statement pertaining to
                           securities of the Company sold by the Company (other
                           than a registration of securities in a Rule 145
                           Transaction or with respect to an employee benefit
                           plan) and ending one hundred eighty (180) days
                           following the effective date of any public offering
                           by the Company of such securities; or

                 (2)       After the Company has effected one (1) registration
                           pursuant to this Section 2, and such registration has
                           been declared or ordered effective.

(d)      The Company shall be entitled to postpone the filing of a registration
statement pursuant to this Section 2 for a reasonable time (not to exceed ninety
(90) days) on one occasion during any twelve (12) month period if;

                 (1)       Within ten (10) business days after the Company
                           receives a demand notice, the Company shall furnish
                           to the Holders a certificate signed by the President
                           of the Company stating that in the good faith belief
                           of a majority

                                       4.

<PAGE>

                           of the Board of Directors, it would be in the best
                           interests of the Company and its stockholders to
                           delay any such registration at that time;

                 (2)       If at any time the Company is subject to the periodic
                           reporting requirements under the Exchange Act, and
                           the Company informs the Holders that it believes that
                           any fact or circumstance concerning the Company
                           exists which, in the good faith judgment of a
                           majority of the Board of Directors, constitutes
                           material information which has not been publicly
                           disclosed and which the Board of Directors believes,
                           in its good faith judgment, is inappropriate or
                           inadvisable so to disclose; or

                 (3)       The Company is engaged in any program for the
                           purchase of shares of Common Stock.

                 (4)       If the Company shall so postpone the filing of a
                           registration statement, the Company promptly shall
                           give the Holders written notice of such postponement,
                           including a statement of the reasons therefore and
                           the expected duration thereof, and the Initiating
                           Holders making the request for demand registration
                           shall have the right to withdraw the request for
                           registration by giving written notice to the Company
                           within fifteen (15) days after receipt of the notice
                           of postponement. If such Holders shall withdraw the
                           request for registration: (A) such registration shall
                           not recommence; and (B) such request shall not be
                           counted as the one (1) registration to which the
                           Holders (taken together as a whole) are entitled
                           under this Section 2.

                 (5)       Subject to the foregoing clauses (1) through (4), the
                           Company shall file a registration statement covering
                           the Registrable Securities so requested to be
                           registered as soon as practicable after receipt of
                           the request or requests of the Initiating Holders.

3.)      Company Registration.

(a)      Notice of Registration. If at any time or from time to time, after the
date six (6) months after an IPO, the Company shall determine to register any of
its securities, either for its own account or the account of a security holder
or holders, other than (i) a registration on Form S-8 or a successor form
relating solely to employee benefit plans (ii) a registration on Form S-4 or a
successor form; or (iii) a registration relating solely to a Rule 145
Transaction, the Company will:

                 (1)       promptly give to each Holder written notice thereof;
                           and

                 (2)       subject to Section 3(b), include in such registration
                           (and any related qualification under blue sky laws or
                           other compliance), and in any underwriting involved
                           therein, all the Registrable Securities specified in
                           a written request or requests, made within twenty
                           (20) days after receipt of such written notice from
                           the Company, by any Holder. If any Holder decides not
                           to include all of its Registrable Securities in such
                           registration,

                                       5.

<PAGE>

                           such Holder shall nevertheless continue to have the
                           right to include any Registrable Securities in any
                           subsequent registration statements as may be filed by
                           the Company with respect to offerings of its
                           securities, all upon the terms and conditions set
                           forth herein.

(b)      Underwriting. If the registration of which the Company gives notice is
for a registered public offering involving an underwriting, the Company shall so
advise the Holders as a part of the written notice given pursuant to Section
3(a)(1). In such event, the right of any Holder to registration pursuant to this
Section 3 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of Registrable Securities in the underwriting to
the extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall, together with the Company, enter into an
underwriting agreement in customary form with the managing underwriter selected
for such underwriting by the Company; provided, that no Holder shall be liable
for indemnification or contribution in a dollar amount in excess of the net
proceeds such Holder received in such offering. Notwithstanding any other
provision of this Section 3, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit on a pro rata basis (based on
the total number of the Registrable Securities entitled to registration held by
the Holder) the number of Registrable Securities to be included in such
registration; provided that no such reduction shall be made with respect to
securities being offered by the Company for its own account. The Company shall
advise all Holders proposing to distribute their securities through such
underwriting of any such limitations, and the number of shares of Registrable
Securities that may be included in the registration. To facilitate the
allocation of shares in accordance with the above provisions, the Company may
round the number of shares allocated to any Holder proposing to distribute their
securities through such underwriting to the nearest one hundred (100) shares.

(c)      Right to Terminate Registration. The Company shall have the right to
terminate or withdraw any registration initiated by it under this Section 3
prior to or after the effectiveness of such registration whether or not any
Holder has elected to include Registrable Securities in such registration.

4.)      Expenses of Registration.

(a)      The Company shall bear all Registration Expenses incurred in connection
with all registrations pursuant to Sections 2 and 3 hereof. All Selling Expenses
relating to securities registered on behalf of the Holders shall be borne by the
Holders, as the case may be, pro rata on the basis of the number of shares so
registered.

(b)      Notwithstanding anything herein to the contrary, the Company shall not
be required to pay (and the Holders shall be required to pay as set forth below)
for expenses of any registration proceeding begun pursuant to Section 2, the
request of which has been subsequently withdrawn by the Initiating Holders
unless (a) the withdrawal is based upon Material Adverse Information concerning
the Company of which the Initiating Holders were not aware at the time of such
request or (b) the Holders of a majority of Registrable Securities agree to
forfeit their right to one requested registration pursuant to Section 2 or 3, as
the case may be, in which event such right shall be forfeited by all Holders. If
the Holders are required to pay Registration Expenses

                                       6.

<PAGE>

pursuant hereto, such expenses (which shall not be deemed to include (i) the
cost of normal audits of the Company that would have been performed in any
event, or (ii) the time of any executive or other personnel of the Company
involved in the preparation of the registration statement) shall be borne by the
Holders of securities (including Registrable Securities) requesting such
registration in proportion to the number of shares for which registration was
requested. For purposes of this Section 4(b), "Material Adverse Information"
shall mean information relating to any occurrence that is materially adverse as
to the business, properties or financial condition of the Company, but shall not
include information relating to the economy or financial markets generally or
the Company's industry generally.

5.)      Registration Procedures. Whenever the holders of Registrable Securities
have requested that any Registrable Securities be registered as provided here,
the Company shall use its reasonable best efforts to effect the registration and
the sale of such Registrable Securities in accordance with the intended method
of disposition thereof, and pursuant thereto the Company shall as expeditiously
as possible:

(a)      Prepare and file with the Commission a registration statement with
respect to such Registrable Securities and use its reasonable best efforts to
cause such registration statement to become effective (provided that before
filing a registration statement or prospectus or any amendments or supplements
thereto, the Company shall furnish to the counsel selected by the holders of a
majority of the Registrable Securities covered by such registration statement
copies of all such documents proposed to be filed, which documents shall be
subject to the review and comment of such counsel);

(b)      Notify each holder of Registrable Securities of the effectiveness of
each registration statement filed hereunder and prepare and file with the
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than one hundred
twenty (120) days and comply with the provision of the Securities Act with
respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration statement;

(c)      Furnish to each seller of Registrable Securities such number of copies
of such registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as such seller may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such
seller;

(d)      Use its reasonable best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and things which
may be reasonably necessary to advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller (provided that the Company shall not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction);

                                       7.

<PAGE>

(e)      Notify each seller of such Registrable Securities, 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 contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein not misleading, and,
at the request of any such seller, the Company shall prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading;

(f)      Subject to reasonable limits on disclosure, make available for
inspection by any seller of Registrable Securities, any underwriter
participating in any disposition pursuant to such registration statement and any
attorney, accountant or other agent retained by any such seller or underwriter,
all financial and other records, pertinent corporate documents and properties of
the Company, and cause the Company's officers, directors, employees and
independent accountants to supply all information reasonably requested by any
such seller, underwriter, attorney, accountant or agent in connection with such
registration statement;

(g)      Cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then listed or,
if not then listed and if the registration relates to an IPO, cause such
Registrable Securities to be included in whatever exchange or national automated
quotation system the Board of Directors determines is appropriate;

(h)      Provide a transfer agent and registrar for all Registrable Securities
and a CUSIP number for all such Registrable Securities, in each case not later
than the effective date of such registration;

(i)      Cooperate with the sellers of Registrable Securities and the managing
underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing the Registrable Securities to be sold, without any
restrictive legends, in such denominations and registered in such names as the
managing underwriter(s) may request at least two business days prior to any sale
thereof to the underwriters, if applicable;

(j)      Participate, to the extent reasonably requested by the managing
underwriter for the offering or the holders of Registrable Securities to be
sold, in efforts to sell the Registrable Securities under the offering
(including, without limitation, participating in "roadshow" meetings with
prospective investors) that would be customary for underwritten primary
offerings of a comparable percent of equity securities by the Company;

(k)      Obtain from its accountants "cold-comfort" letters, dated the effective
date of the Registration Statement and the date of the closing of the sale of
the Registrable Securities, and addressed to the Company and, subject to such
accountant's reasonable discretion, to the selling Holders, in form and
substance as are customarily issued in connection with underwritten public
offerings;

                                       8.

<PAGE>

(l)      Obtain from its counsel an opinion, addressed to the selling Holders,
with respect to the offering in form and substance as are customarily issued in
connection with comparable offerings;

(m)      Use its reasonable best efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
sellers thereof to consummate the disposition of such Registrable Securities;
and

(n)      Take such other actions as the underwriters, if any, reasonably request
in order to expedite or facilitate the disposition of such Registrable
Securities.

6.)      Additional Provisions.

(a)      Information by Holder. The Holders of Registrable Securities included
in any registration shall furnish to the Company such information, including
information regarding such Holders, the Registrable Securities held by them and
the distribution proposed, as the Company may request in writing to enable the
Company to comply with the provisions hereof in connection with any
registration, qualification or compliance referred to herein.

(b)      Termination. All rights granted and obligations imposed pursuant to
Sections 2 and 3 shall terminate (i) as to all Holders on the earlier of three
(3) years after the date of an IPO or (ii) as to each Holder, as the case may
be, such time as such Holder (together with such Holder's Affiliates) holds less
than one percent (1%) of the Company's outstanding capital stock (if applicable,
on an as-converted-to-Common-Stock basis) and such Holder can sell all of such
Holder's Registrable Securities pursuant to Rule 144(k) or pursuant to Rule 144
under the Securities Act within any three (3) month period.

(c)      Market Standoff. Each holder of Registrable Securities shall not effect
any public sale or distribution (including sales pursuant to Rule 144) of equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven (7) days prior to and the
ninety (90) day period beginning on the effective date of any underwritten
registration pursuant to Section 2 or any underwritten Company registration in
which Registrable Securities are included (except as part of such underwritten
registration), unless the underwriters managing the registered public offering
otherwise agree.

(d)      Suspension of Disposition. The Holders agree that upon receipt of any
notice from the Company of any material event, the Holders will discontinue
disposition of any Registrable Securities pursuant to the registration statement
covering such Registrable Security until the Holders receipt of the copies of
the supplemented or amended prospectus, and if so directed by the Company, the
Holders would deliver to the Company all copies then and there possession of any
prospectus covering such Registrable Securities current at the time of receipt
of such notice, other than permanent file copies. If the Company shall give any
such notice, the period set forth in Section 5(b) shall be extended by the
number of days during the period from and including the date of the giving of
such notice to and including the date when Holders shall have received the
copies of the supplemented or amended prospectus contemplated herein.

                                       9.

<PAGE>

(e)      Limitations on Subsequent Registration Rights. The Company shall not,
without the prior written consent of Holders who collectively hold at least a
majority of the Registrable Securities, enter into any agreement (except as
provided herein) with any holder or prospective holder of any securities of the
Company which would allow such holder or prospective holder to include
securities of the Company in any registration filed under Sections 2 or 3,
unless, under the terms of such agreement, such holder or prospective holder may
include such securities in any such registration only on terms substantially
similar to the terms on which holders of Registrable Securities may include
shares in such registration.

7.)      Indemnification.

(a)      By Company. The Company will indemnify each Holder, with respect to
each registration, qualification or compliance which has been effected pursuant
to Section 2 or 3 hereof to this Attachment B, against all expenses, claims,
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement thereto, incident to
any such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, for any legal and any other expenses
reasonably incurred in connection with investigating, preparing or defending any
such claim, loss, damage, liability or action, provided that the Company will
not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission or alleged untrue statement or omission, made in reliance upon and in
conformity with information furnished to the Company for use in connection with
such registration by such Holder, controlling person or underwriter. If the
Holders are represented by counsel other than counsel for the Company, the
Company will not be obligated under this Section 7(a) to reimburse legal fees
and expenses of more than one separate counsel for the Holders.

(b)      By Holders. Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers and its legal counsel and independent accountants,
each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act, and each other such
Holder, each of their officers and directors and each person controlling such
Holder or within the meaning of Section 15 of the Securities Act, against all
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus, offering
circular or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, and will reimburse the Company, such Holders, such directors,
officers, legal counsel, independent accountants, persons, underwriters or
controlling persons for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such

                                      10.

<PAGE>

untrue statement (or alleged untrue statement) or omission (or alleged omission)
is made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with information furnished to the
Company for use in connection with such registration by such Holder, as the case
may be.

(c)      Procedures. Each party entitled to indemnification under this Section 7
(the "PARTY INDEMNIFIED") shall give notice to the party required to provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at its own
expense, provided, however, that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Attachment B unless the failure to give such notice is
prejudicial to an Indemnifying Party's ability to defend such action. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.

8.)      Information Rights.

(a)      Delivery of Information. The Company shall deliver to each Holder, as
soon as practicable, but in any event within one hundred twenty (120) days after
the end of each fiscal year of the Company, an income statement for such fiscal
year, a balance sheet of the Company as of the end of such year, and a schedule
as to the sources and applications of funds for such year, such year-end
financial reports to be in reasonable detail, prepared in accordance with
generally accepted accounting principles, and audited and certified by
independent public accountants selected by the Company. The Company shall also
deliver to each Holder within sixty (60) days after the end of each quarter, an
unaudited income statement and balance sheet for and as of the end of such
quarter.

(b)      Termination of Information Covenants. The covenants set forth in this
Section 8 shall terminate as to each Holder and be of no further force or effect
immediately upon the Company becoming a reporting company under the Exchange
Act.

(c)      Confidentiality of Information. Each Holder agrees that any information
obtained by such Holder pursuant to this Section 8 which is, or would reasonably
be perceived to be, proprietary to the Company or otherwise confidential will
not be disclosed without the prior written consent of the Company. Each Holder
further acknowledges and understands that any information so obtained which may
be considered material non-public information will not be utilized by such
Holder in connection with purchases and/or sales of the Company's securities
except in compliance with applicable state and federal antifraud statutes.

                                      11.

<PAGE>

9.)      Amendments.

         Any term included in this Attachment B may be amended and the
observance of any term of this Attachment B may be waived only with the written
consent of the Company and the holders of more than 50% of the Registrable
Securities. Any amendment or waiver effected in accordance with this Section
will be binding upon the Company and each holder of securities in to which such
securities are convertible, and any future holders of such securities. Any
holder of securities subject to this Attachment B may waive its rights hereunder
without obtaining the consent of any other person.

10.)     Rule 144 Requirements. During such time as a class of the Company's
securities is registered under Section 12 of the Exchange Act, the Company
agrees to use reasonable efforts to:

(a)      Comply with the requirements of Rule 144(c) under the Securities Act
with respect to current public information about the Company;

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

(c)      Furnish to any holder of Registrable Securities upon request (i) a
written statement by the Company as to its compliance with the requirements of
said Rule 144(c), and the reporting requirements of the Securities Act and the
Exchange Act and (ii) a copy of the most recent annual or quarterly report of
the Company.

11.)     Transfer of Registration Rights.

         The rights to cause the Company to register Registrable Securities as
provided herein may be transferred by any Holder in any transfer of the
Registrable Securities to a transferee; provided, that the Company is given
written notice by such Holder of Registrable Securities at the time of the said
transfer stating the name and address of said transferee and identifying the
securities with respect to which such registration rights are being transferred,
that said transferee agrees in writing to be bound by the provisions set forth
herein.

                                      12.