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                                                                   Exhibit 10.12

                             DOCUMENT FOR EXECUTION

                                        Investor Full Name: Robert W. Wyatt, Jr.

                                        Number of Units Purchased: 2

                       REDLINE PERFORMANCE PRODUCTS, INC.

                                 UNIT PLACEMENT

                            (SERIES A PREFERRED STOCK
                                       AND
                         COMMON STOCK PURCHASE WARRANTS)

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                             SUBSCRIPTION AGREEMENT
                                       AND
                           LETTER OF INVESTMENT INTENT

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                                  INSTRUCTIONS

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         To purchase Units from Redline Performance Products, Inc. pursuant to
the Confidential Private Placement Memorandum dated March 20, 2001, please: (i)
review the Subscription Agreement; (ii) complete Section 4 of the Subscription
Agreement regarding accredited investor status; (iii) complete Section 12 of the
Subscription Agreement regarding relationships to brokerage firms; (iv)
complete, sign and date the appropriate signature page (individual investors
should complete, sign and date the individual signature page; entity investors
should complete, sign and date the entity signature page); and (v) send your
check payable to "Redline Performance Products, Inc." together with the
completed Subscription Agreement to: "Redline Private Placement" c/o GunnAllen
Financial, Inc., 1715 Westshore Blvd., Suite 700, Tampa, Florida 33607, ATTN:
Corporate Finance.

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             THE COMPANY WILL NOT ACCEPT ANY SUBSCRIPTION AGREEMENT
          THAT IS NOT FULLY AND ACCURATELY COMPLETED, DATED AND SIGNED.

      THIS IS AN IMPORTANT LEGAL DOCUMENT. READ EACH PART OF IT CAREFULLY.

         This Subscription Agreement and Letter of Investment Intent (the
"AGREEMENT"), submitted as of the date set forth on the Signature Page, is
between Redline Performance Products, Inc., a Minnesota corporation having its
principal place of business in Vista, California (the "COMPANY"), and the
undersigned investor (the "INVESTOR").

1.)      Offer to Purchase. The Investor hereby offers to purchase that number
         of units (the "UNITS"), each comprised of twenty thousand (20,000)
         Shares (the "SHARES") of the Company's Series A Preferred Stock and a
         warrant (the "WARRANT") to purchase five thousand (5,000) shares of the
         Company's common stock in the form of Attachment A to the Subscription
         Agreement attached to the Company's Confidential Private Placement
         Memorandum dated March 20, 2001 which is incorporated herein by
         reference, set forth on the Signature Page and hereby tenders the
         Investor's check payable to "Redline Performance Products, Inc." in the
         aggregate dollar amount set forth on the Signature Page at a per Unit
         purchase price of Thirty Thousand Dollars ($30,000). The purchase price
         of each Unit will be allocated as follows: (i) $25,000 for the Shares
         ($1.25 per share of Series A Preferred Stock) and (ii) $5,000 for each
         Warrant. By execution hereof, the Investor acknowledges that the
         Company is relying upon the accuracy and completeness of the
         representations contained herein in complying with its obligations
         under applicable securities laws. The rights and preferences of the
         shares of Series A Preferred Stock are set forth in the Statement of
         Rights and Preferences of Series A Preferred Stock filed with the
         Minnesota Secretary of State in the form of Attachment B to the
         Subscription Agreement attached to the Company's Confidential Private
         Placement Memorandum dated March 20, 2001 which is incorporated herein
         by reference. Certain rights and obligations of the Investor and all
         other purchasers of Units or shares of Series A Preferred Stock are set
         forth in the Investor Rights Provisions in the form of Attachment C to
         the Subscription Agreement attached to the Company's Confidential
         Private Placement Memorandum dated March 20, 2001 which is incorporated
         herein by reference. The Shares, the

                                      B-2.

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         Warrants and the shares of the Company's common stock issuable upon
         conversion of the Shares or upon exercise of the Warrant are
         collectively referred to in this Agreement as the "SECURITIES".

2.)      Representations and Warranties of the Company. The Company represents
         and warrants to the Investor the following:

         (a.)    The Company is duly organized, validly existing and in good
                 standing under the laws of the State of Minnesota.

         (b.)    Prior to any sale of Units by the Company, this Agreement will
                 be duly authorized by all necessary corporate action on behalf
                 of the Company, will be duly executed and delivered by an
                 authorized officer of the Company, and will be a valid and
                 binding agreement on the part of the Company. All corporate
                 action necessary to the authorization, issuance, and delivery
                 of the Shares and Warrants will be taken prior to issuance
                 thereof.

         (c.)    The Shares and Warrants, when issued and delivered to the
                 Investor, will be duly authorized, validly issued and
                 outstanding, fully paid, nonassessable.

3.)      Representations and Warranties of Investor. The Investor hereby
         represents and warrants to the Company and its officers, directors,
         Shareholders, employees and agents as follows:

         (a.)    Information About the Company. The Investor has received and
                 reviewed the Company's Confidential Private Placement
                 Memorandum dated March 20, 2001 which includes this Agreement
                 and has obtained all information about the Company as the
                 Investor believes relevant to the decision to purchase the
                 Units. The Investor has also had the opportunity to ask
                 questions of, and receive answers from, the Company or an agent
                 or a representative of the Company concerning the terms and
                 conditions of the investment and the business and affairs of
                 the Company and to obtain any additional information necessary
                 to verify such information, and the Investor has received such
                 information concerning the Company as the Investor considers
                 necessary or advisable in order to form a decision concerning
                 an investment in the Company.

         (b.)    Forward-Looking Information. The Investor acknowledges and
                 understands that any information provided about the Company's
                 future plans and prospects is uncertain and subject to all of
                 the uncertainties inherent in future predictions.

         (c.)    No Review by Federal or State Regulators. The Investor
                 understands that this transaction has not been reviewed or
                 approved by the United States Securities and Exchange
                 Commission (the "COMMISSION") or by any state securities or
                 other authority and, because of the small number of persons
                 solicited to invest in the Units and the private nature of the
                 placement, that all documents, records, and books pertaining to
                 this investment have been made available to the Investor and
                 the Investor's representatives, such as attorneys, accountants
                 and/or purchaser representatives.

         (d.)    High Degree of Risk. The Investor realizes that this investment
                 involves a high degree of risk, including the risk of loss of
                 all investment in the Company.

         (e.)    Ability to Bear the Risk. The Investor is able to bear the
                 economic risk of the investment, including the total loss of
                 such investment.

                                      B-3.

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         (f.)    Appropriate Investment. The Investor believes, in light of the
                 information provided pursuant to Section 3(a) above, that
                 investing funds pursuant to the terms of this Agreement is an
                 appropriate and suitable investment for the Investor.

         (g.)    Financial Condition. The Investor's current financial condition
                 is such that (and the Investor expects the Investor's financial
                 condition to be such that in the near future) the Investor does
                 not have any present or contemplated need to dispose of any
                 portion of the Securities to satisfy any existing or
                 contemplated undertaking, need or indebtedness.

         (h.)    Business Sophistication. The Investor is experienced and
                 knowledgeable in financial and business matters to the extent
                 that the Investor is capable of evaluating the merits and risks
                 of the prospective investment in the Units. The Investor has
                 obtained, to the extent the Investor deems necessary, personal
                 and professional advice with respect to the risks inherent in
                 the investment in the Units in light of the Investor's
                 financial condition and investment needs. The Investor has been
                 given access to full and complete information regarding the
                 Company and has utilized such access to the Investor's
                 satisfaction for the purpose of obtaining information and,
                 particularly, the Investor has obtained, and has had the
                 opportunity to obtain, information from the Company as set
                 forth in Section 3(a) above.

         (i.)    Residency. The Investor is a resident of the state and country
                 set forth on the Signature Page.

         (j.)    No Intent to Transfer. The Units are being purchased by the
                 Investor in the Investor's name solely for the Investor's own
                 beneficial interest and not as nominee for, on behalf of, for
                 the beneficial interest of, or with the intention to transfer
                 to, any other person, trust, or organization.

         (k.)    Subscription. The Investor understands that the payment made to
                 the Company may immediately become funds of and may be used by
                 the Company once accepted. The Company is free to reject any
                 subscription in whole or in part. The Investor understands that
                 if the Company determines to reject this subscription, any
                 funds returned to the Investor will be without deduction
                 therefrom or interest thereon.

         (l.)    No General Solicitation. The Investor's purchase of the Units
                 is not the result of any general solicitation or general
                 advertising, including, but not limited to (i) any
                 advertisement, article, notice or other communication published
                 in any newspaper, magazine or similar media or broadcast over
                 television or radio; and (ii) any seminar or meeting whose
                 attendees have been invited by any general solicitation or
                 general advertising.

         (m.)    Legal Age. The Investor, if an individual, is of legal age.

         (n.)    Not Subject to Backup Withholding. The Investor certifies,
                 under penalty of perjury, that the Investor is not subject to
                 the backup withholding provisions of the Internal Revenue Code
                 of 1986, as amended. (Note: The Investor is subject to backup
                 withholding if: (i) the Investor fails to furnish its Social
                 Security Number or Taxpayer Identification Number herein; (ii)
                 the Internal Revenue Service notifies the Company that the
                 Investor furnished an incorrect Social Security Number or
                 Taxpayer Identification Number; (iii) the Investor is notified
                 that it is subject to backup withholding; or (iv) the Investor
                 fails to certify that it is not subject to backup withholding
                 or the Investor fails to certify the Investor's Social Security
                 Number or Taxpayer Identification Number.)

                                      B-4.

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         (o.)    Legal Representation. The Investor understands that: (i) the
                 Company has engaged legal counsel to represent the Company in
                 connection with the offer and sale of Securities contemplated
                 herein; and (ii) legal counsel engaged by the Company does not
                 represent the Investor or the Investor's interests. The
                 Investor is not relying on legal counsel engaged by the
                 Company. The Investor has had the opportunity to engage, and
                 obtain advice from, the Investor's own legal counsel with
                 respect to the investment contemplated herein.

THE INFORMATION REQUESTED IN SECTION 4 IS REQUIRED IN CONNECTION WITH THE
EXEMPTIONS FROM THE SECURITIES ACT OF 1933 AND STATE LAWS BEING RELIED ON BY THE
COMPANY WITH RESPECT TO THE OFFER AND SALE OF THE SECURITIES. ALL OF SUCH
INFORMATION WILL BE KEPT CONFIDENTIAL AND WILL ONLY BE REVIEWED BY THE COMPANY,
THE COMPANY'S AGENT FOR THE SALE OF UNITS AND THEIR RESPECTIVE COUNSEL. The
Investor agrees to furnish any additional information which the Company and its
counsel deems necessary in order to verify the response set forth below.

4.)      Accredited Status. The Investor represents and warrants as follows
         (please INITIAL ALL applicable items):

         (a.)    INDIVIDUALS:

                 X         (i)   The Investor is an individual with a net worth,
                           or a joint net worth together with his or her spouse,
                           in excess of $1,000,000. (In calculating net worth,
                           you may include equity in personal property and real
                           estate, including your principal residence, cash,
                           short-term investments, stock and securities. Equity
                           in personal property and real estate should be based
                           on the fair market value of such property less any
                           debt secured by such property.)

                 X         (ii)  The Investor is an individual that had an
                           individual income in excess of $200,000 in each of
                           the prior two years and reasonably expects an income
                           in excess of $200,000 in the current year.

                 ___       (iii) The Investor is an individual that had with his
                           or her spouse joint income in excess of $300,000 in
                           each of the prior two years and reasonably expects
                           joint income in excess of $300,000 in the current
                           year.

                 ___       (iv)  The Investor is a director or executive officer
                           of the Company.

         (b.)    ENTITIES Complete (i) and (ii) below. (Please provide a copy of
                 the entity's charter documents):

                 ___       (i)   The Investor is a (initial one):

                                 ___    (A)    General Partnership

                                 ___    (B)    Limited Liability Partnership

                                 ___    (C)    Limited Partnership

                                 ___    (D)    Limited Liability Company

                                 ___    (E)    Corporation

                                 ___    (F)    Business Trust

                                 ___    (G)    Other Entity (please specify):
                                                  ________________________

                                      B-5.

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                 ___       (ii)  The Investor is an entity, and is an
                           "ACCREDITED INVESTOR" as defined in Rule 501(a) of
                           Regulation D under the Securities Act of 1933, as
                           amended (the "ACT"). This representation is based on
                           the following (initial one or more, as applicable):

                                 ___        (A) The Investor (or, in the case of
                                            a trust, the Investor trustee) is a
                                            bank or savings and loan association
                                            as defined in Sections 3(a)(2) and
                                            3(a)(5)(A), respectively, of the Act
                                            acting either in its individual or
                                            fiduciary capacity.

                                 ___        (B) The Investor is a broker/dealer
                                            registered pursuant to the
                                            Securities Exchange Act of 1934.

                                 ___        (C) The Investor is an insurance
                                            company as defined in Section 2(13)
                                            of the Act.

                                 ___        (D) The Investor is an investment
                                            company registered under the
                                            Investment Company Act of 1940 or a
                                            business development company as
                                            defined in Section 2(a)(48) of that
                                            Act.

                                 ___        (E) The Investor is a Small Business
                                            Investment Company licensed by the
                                            U.S. Small Business Administration
                                            under Section 301(c) or (d) of the
                                            Small Business Investment Act of
                                            1958.

                                 ___        (F) The Investor is an employee
                                            benefit plan within the meaning of
                                            Title I of the Employee Retirement
                                            Income Security Act of 1974 and
                                            either (initial one or more, as
                                            applicable):

                                            ___      (1) The investment decision
                                                     is made by a plan
                                                     fiduciary, as defined in
                                                     Section 3(21) of such Act,
                                                     which is either a bank,
                                                     savings and loan
                                                     association, insurance
                                                     company, or registered
                                                     investment adviser.

                                            ___      (2) The employee benefit
                                                     plan has total assets in
                                                     excess of $5,000,000.

                                            ___      (3) The plan is a
                                                     self-directed plan with
                                                     investment decisions made
                                                     solely by persons who are
                                                     "Accredited Investors" as
                                                     defined under the Act.

                                 ___        (G) The Investor is a private
                                            business development company as
                                            defined in Section 202(a)(22) of the
                                            Investment Advisers Act of 1940.

                                 ___        (H) The Investor has total assets in
                                            excess of $5,000,000, was not formed
                                            for the specific purpose of
                                            acquiring Securities of the Company
                                            and is one or more of the following
                                            (initial one or more, as
                                            appropriate):

                                            ___      (1) An organization
                                                     described in Section
                                                     501(c)(3) of the Internal
                                                     Revenue Code.

                                            ___      (2) A corporation.

                                            ___      (3) A Massachusetts or
                                                     similar business trust.

                                            ___      (4) A partnership.

                                            ___      (5) A limited liability
                                                     company.

                                 ___        (I) Investor is an entity, all of
                                            whose equity owners are accredited
                                            investors. (PLEASE PROVIDE WRITTEN
                                            REPRESENTATION OF ACCREDITED
                                            INVESTOR STATUS FROM EACH EQUITY
                                            OWNER.)

                                 ___        (J) The Investor is a trust with
                                            total assets exceeding $5,000,000,
                                            which was not formed for the
                                            specific purpose of investing in the
                                            Company and whose purchase is
                                            directed by a person described in
                                            Rule

                                      B-6.

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                                            506(b)(2)(ii) under the Act. (IF
                                            ONLY THIS ITEM (J) IS CHECKED,
                                            PLEASE CONTACT THE COMPANY TO
                                            RECEIVE AND COMPLETE AN INFORMATION
                                            STATEMENT BEFORE THIS SUBSCRIPTION
                                            CAN BE CONSIDERED BY THE COMPANY).

IF YOU ARE NOT AN ACCREDITED INVESTOR YOU CANNOT PURCHASE ANY UNITS.

IF YOU HAVE INITIALED ANY OF THE FOREGOING, PLEASE PROCEED.

                  ___      (iii) Entities. A REPRESENTATIVE OF AN ENTITY
                           INVESTOR MUST INITIAL HERE. If the Investor is an
                           entity, the individual(s) signing on behalf of the
                           Investor and the Investor, jointly and severally,
                           agree and certify that this Agreement has been duly
                           authorized by all necessary action on the part of the
                           Investor, has been duly executed by an authorized
                           representative of the Investor, and is a legal,
                           valid, and binding obligation of the Investor
                           enforceable in accordance with its terms.

5.)      Investment Purpose in Acquiring the Securities. The Investor and the
         Company acknowledge that the Securities have not been registered under
         the Act or applicable state securities laws and that the Securities
         will be issued to the Investor in reliance on exemptions from the
         registration requirements of the Act and applicable state securities
         laws and in reliance on the Investor's and the Company's
         representations and agreements contained herein. The Investor is
         acquiring the Securities for the account of the Investor for investment
         purposes only and not with a view to their resale or distribution. The
         Investor has no present intention to divide his, her or its
         participation with others or to resell or otherwise dispose of all or
         any part of the Securities. In making these representations, the
         Investor understands that, in the view of the Commission, exemption of
         the Securities from the registration requirements of the Act would not
         be available if, notwithstanding the representations of the Investor,
         the Investor has in mind merely acquiring the Securities for resale
         upon the occurrence or non-occurrence of some predetermined event.

6.)      Compliance with Securities Act. The Investor agrees that if the
         Securities or any part thereof are sold or distributed in the future,
         the Investor shall sell or distribute them pursuant to the requirements
         of the Act and applicable state securities laws. The Investor agrees
         that the Investor will not transfer any part of the Securities without:
         (i) obtaining a "no action" letter from the Commission and applicable
         state securities commissions; (ii) obtaining an opinion of counsel
         satisfactory in form and substance to the Company to the effect that
         such transfer is exempt from the registration requirements under the
         Act and applicable state securities laws; or (iii) registration.

7.)      Restriction on Transfer After a Public Offering. The Investor
         understands that the Company at a future date may file a registration
         or offering statement (the "REGISTRATION STATEMENT") with the
         Commission to facilitate a public offering of its securities. The
         Investor agrees, for the benefit of the Company, that should such an
         initial public offering be made and should the managing underwriter of
         such offering require, the Investor will not, without the prior written
         consent of the Company and such underwriter, during the "Lockup Period"
         as defined herein: (i) sell, transfer or otherwise dispose of, or agree
         to sell, transfer or otherwise dispose of any of the Securities
         beneficially owned by the Investor during the Lockup Period; (ii) sell,
         transfer or otherwise dispose of, or agree to sell, transfer or
         otherwise dispose of any options, rights or warrants to purchase any of
         the Securities beneficially owned by the Investor during the Lockup
         Period; or (iii) sell or grant, or agree to sell or grant, options,
         rights or warrants with respect to any of the Securities. The foregoing
         does not prohibit gifts to donees or transfers by will or the laws of
         descent to heirs or beneficiaries provided that such donees, heirs and
         beneficiaries shall be bound by the restrictions set forth herein. The
         term "LOCKUP PERIOD" shall mean the lesser of 180 days

                                      B-7.

<PAGE>

         and the period during which Company officers and directors are
         restricted by the managing underwriter from effecting any sales or
         transfers of the Company's common stock. The Lockup Period shall
         commence on the effective date of the Registration Statement.

8.)      Restrictive Legend. The Investor agrees that the Company may place one
         or more restrictive legends on any certificates evidencing the
         Securities containing substantially the following language:

                 The securities represented by this certificate have not been
                 registered under the Securities Act of 1933, as amended, have
                 not been registered under any state securities law, and are
                 subject to a subscription and investment representation
                 agreement. They may not be sold, offered for sale, transferred,
                 assigned, pledged or otherwise distributed for value unless
                 there is an effective registration under the Securities Act of
                 1933, as amended, and under the applicable state securities
                 laws, or the Company receives an opinion of counsel acceptable
                 to the Company stating that such transaction is exempt from
                 registration and prospectus delivery requirements of the
                 Securities Act of 1933, as amended, and under the applicable
                 state securities laws.

                 Sale or other transfer of these securities is further
                 restricted for up to 180 days following an initial public
                 offering of securities of the Company by the terms of a
                 Subscription Agreement, a copy of which is available for
                 inspection at the offices of the Company.

                 The securities represented by this certificate shall not be
                 transferred to any material competitor, material supplier or
                 material customer of the Company as provided in the terms of a
                 Subscription Agreement and a Certificate of Designation of
                 Rights and Preferences, copies of which are available for
                 inspection at the offices of the Company.

9.)      Stop Transfer Order. The Investor agrees that the Company may place a
         stop transfer order with its registrar and transfer agent (if any)
         covering all Securities.

10.)     Knowledge of Restrictions upon Transfer of the Securities. The Investor
         understands that the Securities are not freely transferable and may in
         fact be prohibited from sale for an extended period of time and that,
         as a consequence thereof, the Investor must bear the economic risk of
         an investment in the Securities for an indefinite period of time and
         may have extremely limited opportunities to dispose of the Securities.
         The Investor realizes that there will likely be no market for the
         Securities, and that there are significant restrictions on the
         transferability thereof.

11.)     Lack of Availability of Rule 144 Under the Act. The Investor
         understands and acknowledges that the Company has no obligation to
         undertake or complete a public offering of its securities, that even if
         a public offering is undertaken and successfully completed, the
         Securities subscribed for hereby will remain subject to the
         restrictions on transferability described herein, and that even if a
         public offering is undertaken and completed, the Investor may never be
         able to sell its Securities pursuant to Rule 144 under the Act.

         The Investor further understands and acknowledges that the Company
         currently does not file periodic reports with the Commission pursuant
         to the requirements of Sections 13 or 15(d) of the Securities Exchange
         Act of 1934, and may not be obligated to file such reports at any time
         in the future. The Investor also understands that the Company has not
         agreed to supply such other information as would be

                                      B-8.

<PAGE>

         required to enable routine sales of the Securities to be made under the
         provisions of certain rules respecting "restricted securities,"
         including Rule 144 promulgated under the Act by the Commission. Thus,
         the Investor has been informed that the Company is not obligated to
         make publicly available, or to provide the Investor with, the
         information required by Rule 144.

12.)     Relationship to Brokerage Firms. (Please answer the following questions
         by initialing the appropriate response):

         (a.)    ___ YES X NO: Are you a director, officer, partner, branch
         manager, registered representative, employee, or shareholder of, or
         similarly related to or employed by, a brokerage firm?

         (b.)    ___ YES X NO: Is your spouse, father, mother, father-in-law,
         mother-in-law, or any of your brothers, sisters, brothers-in-law,
         sisters-in-law or children, or any relative which you support, a
         director, officer, partner, branch manager, registered representative,
         employee, or shareholder of, or similarly related to or engaged by, a
         brokerage firm?

         (c.)    ___ YES X NO: Do you own 5% or more of the voting securities of
         any brokerage firm?

         (d.)    ___ YES X NO: If the Investor is an entity, is any director,
         officer, partner or 5% owner of the Investor also a director, officer,
         partner, branch manager, registered representative, employee, or
         shareholder of, or similarly related to or employed by a brokerage
         firm?

         (If you answered YES to any of the foregoing questions, please attach a
         written explanation or contact the Company to provide additional
         information before the Investor's subscription can be considered.)

13.)     Delivery of Certificates. Upon acceptance of this Agreement by the
         Company, a certificate representing Shares and a certificate
         representing a Warrant will be registered in the name of the Investor
         and will be delivered to the Investor via certified mail or overnight
         delivery to the address of the Investor set forth on the Signature
         Page, or to the Company's agent for the sale of Units who will forward
         such certificates to the Investor.

14.)     Binding Effect. Neither this Agreement nor any interest herein shall be
         assignable by the Investor without the prior written consent of the
         Company. The provisions of this Agreement shall be binding upon and
         inure to the benefit of the parties hereto, and their respective heirs,
         legal representatives, successors and assigns.

15.)     Representations to Survive Delivery. The representations, warranties
         and agreements of the Company and of the Investor contained in this
         Agreement will remain operative and in full force and effect and will
         survive the receipt of funds by the Company, and the issuance to the
         Investor of the Securities.

16.)     Indemnification. The Investor agrees to indemnify the Company, and each
         current and future officer, director, employee, agent and shareholder
         of the Company, against and to hold them harmless from any damage,
         loss, liability, claim or expense including, without limitation,
         reasonable attorneys' fees resulting from or arising out of the
         inaccuracy or alleged inaccuracy of any of the representations,
         warranties or statements of the Investor contained in this Agreement,
         including, without limitation, any violation or alleged violation of
         the registration requirements of the Act or applicable state law in
         connection with any subsequent sale of the Securities or any portion
         thereof by Investor.

17.)     Additional Information. The Investor shall supply such additional
         information and documentation relating to Investor and any persons who
         have any rights or interest in Investor as may be requested by

                                      B-9.

<PAGE>

         the Company in order to ensure compliance by the Company with
         applicable laws. If at any time prior to the Company's execution of
         this Agreement, an adverse change occurs with respect to the Investor
         such that the information, representations and warranties of the
         Investor set forth in this Agreement are no longer accurate, the
         Investor shall immediately notify the Company of the inaccuracy in
         writing and shall deliver the updated, accurate information to the
         Company.

18.)     Miscellaneous Provisions.

         (a.)    Arbitration. Any dispute regarding this Agreement or the
                 Investor's investment in the Company (including without
                 limitation claims pursuant to federal or state securities
                 laws), including any claim which is made against any placement
                 agent or broker-dealer involved in the offer or sale of the
                 Units, shall be resolved by binding arbitration which shall be
                 the sole forum for resolution of any such disputes. Unless
                 otherwise agreed by the parties, any such proceedings shall be
                 brought in Minneapolis, Minnesota, U.S.A. pursuant to the Rules
                 and Code of Arbitration of the American Arbitration
                 Association, except that if a bona fide claim is made against
                 the Company, and a placement agent or broker-dealer is named in
                 connection with such claim, then such claim shall be brought
                 pursuant to the Rules and Code of Arbitration of the National
                 Association of Securities Dealers, Inc. The determination of
                 the arbitrator shall be final and binding on the parties and
                 may be enforced in any court having jurisdiction.

         (b.)    Governing Law; Venue. This Agreement shall be governed by, and
                 construed in accordance with, the substantive laws of the State
                 of Minnesota without reference to Minnesota conflict of laws
                 provisions. Actions or proceedings litigated in connection with
                 this Agreement, if any, shall be venued exclusively in the
                 state and federal courts located in the County of Hennepin,
                 State of Minnesota.

         (c.)    Successors and Assigns. The representations and warranties made
                 by the Investor in this Agreement are binding on the Investor's
                 successors and assigns and are made for the benefit of the
                 Company and any other person who may become liable for
                 violations of applicable securities laws as a result of the
                 inaccuracy or falsity of any of the Investor's representations
                 or warranties.

         (d.)    Notice. All notices or other communications required or
                 permitted hereunder shall be in writing to the address of the
                 Company or of the Investor as set forth on the Signature Page
                 or to such other address as may be communicated by the Company
                 or the Investor pursuant to this paragraph. A written notice or
                 other communication shall be deemed to have been delivered
                 hereunder: (i) if delivered by hand, when such notice is
                 received from the notifying party; (ii) if transmitted by
                 facsimile or timely delivered to an overnight courier, on the
                 next business day following the day so transmitted or
                 delivered; or (iii) if delivered by mail, on the third business
                 day following the date such notice or other communication is
                 deposited in the U.S. Mail for delivery by certified or
                 registered mail addressed to the other party, or when actually
                 received, whichever occurs earlier.

         (e.)    Counterparts. This Agreement may be executed by the Company and
                 by the Investor in separate counterparts, each of which shall
                 be deemed an original.

         (f.)    Acceptance. This Agreement is not binding on the Company until
                 accepted in writing by an authorized officer of the Company.

                            (signature page follows)

                                      B-10.

<PAGE>

                            INDIVIDUAL SIGNATURE PAGE

         All individual Investors must complete and sign this page. If the
individual is investing through an Individual Retirement Account, then both the
individual investor and the IRA Custodian must sign this page. Total payment to
be made now is the amount on line 8. Where the Units are to be held in joint
tenancy or tenancy in common, BOTH PARTIES MUST SIGN AND BOTH SOCIAL SECURITY
NUMBERS SHOULD BE INDICATED.

1.  Investor Name(s) (please print): Robert W. Wyatt Jr.

2.  Social Security Number(s):

3.  Form of Ownership (e.g., individual, joint tenants in common, community
    property): individual

4.  Residence Address: 333 Avenida Hacienda, Escondido CA 92029

5.  Mailing Address:_______________________________________________________

6.  Home: Tel. No. (760) 746-1090   ;   Facsimile No. (___)    N/A
    Business: Tel. No.(619) 295-6100;   Facsimile No. (619) 295-6300

7.  Number of Units Purchased:_______________________________

8.  Purchase Price (No. of Units x $30,000): $ 60,000

INVESTOR SIGNATURE:/s/  Robert W. Wyatt Jr. SECOND SIGNATURE:___________________

Date of Signature: 7-30-01

IRA CUSTODIAN SIGNATURE (If applicable)_________________________________________

By (print name):_______________________
                     IRA Custodian
Date:__________________________________

ACCEPTANCE:
REDLINE PERFORMANCE PRODUCTS, INC. hereby executes this Agreement as of the date
set forth below.

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

Dated: 8-1-1

PLEASE RETURN THIS SUBSCRIPTION AGREEMENT AND PAYMENT TO:
Redline Performance Products, Inc. Private Placement
c/o GunnAllen Financial, Inc.
1715 Westshore Boulevard, Suite 700
Tampa, Florida 33607
Attn: Corporate Finance

                                      B-11.

<PAGE>

THESE SECURITIES 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 BY THE TERMS
OF A SUBSCRIPTION AGREEMENT AND LETTER OF INVESTMENT INTENT, A COPY OF WHICH IS
AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.

Void After 5:00 p.m. Vista, California time on June 30, 2002

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

Warrant No. U-30                                                 Shares: 10,000

         THIS CERTIFIES that, subject to the terms and conditions herein set
forth, ROBERT W. WYATT, JR., or registered assigns, is entitled to purchase from
REDLINE PERFORMANCE PRODUCTS, INC., a Minnesota corporation (the "COMPANY"), at
any time after the date of original issuance of this warrant (the "WARRANT") and
prior to the time and date set forth above, ten thousand (10,000) 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 Warrant being
referred to as the "WARRANT SHARES"). This Warrant is being issued in connection
with a placement by the Company of Units (the "UNIT PLACEMENT"), each comprised
of twenty thousand (20,000) shares of Series A Preferred Stock and a Warrant to
purchase five thousand (5,000) shares of Common Stock, being conducted by the
Company to raise up to $3,000,000, subject to the sale of additional Units to
raise up to $660,000 and pursuant to the terms of a Subscription Agreement and
Letter of Investment Intent (the "SUBSCRIPTION AGREEMENT"). This Warrant and the
Holder hereof are entitled to all of the benefits provided for in the
Subscription Agreement and Letter of Investment Intent, or which are referred to
therein. The provisions of the Subscription Agreement and Letter of Investment
Intent are incorporated herein by reference with the same force and effect as if
fully set forth herein.

         This Warrant is subject to the following terms and conditions:

1.       Purchase Price. Subject to adjustment as hereinafter provided, the
         purchase price of each Warrant Share shall be One and 50/100 Dollars
         ($1.50). The purchase price of one Warrant Share is referred to herein
         as the "WARRANT PRICE."

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

<PAGE>

         a.      Upon each adjustment of the Warrant Price, the Holder of this
                 Warrant shall thereafter be entitled to purchase, at the
                 Warrant Price resulting from such adjustment, the number of
                 shares of Common Stock obtained by multiplying the Warrant
                 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 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 Price in effect
                 immediately prior to such subdivision shall be proportionately
                 reduced and the number of shares of Common Stock purchasable
                 pursuant to this 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
                 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 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 to purchase and receive upon the basis and
                 upon the terms and conditions specified in this 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
                 Warrant and had received upon exercise of this 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
                 Price and/or the number of shares subject to the 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.

         e.      Upon any adjustment of the Warrant Price or the number of
                 shares issuable upon of this 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 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 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 Warrant. In lieu of any fractional share
         which would otherwise be issuable, the Company shall pay cash

                                       2.

<PAGE>

         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 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 Warrant.

5.       Covenants of the Company. The Company covenants that during the period
         this 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 Warrant. The Company further covenants that
         all Warrant Shares that may be issued upon the exercise of this Warrant
         will, upon payment and issuance, be duly authorized and issued, fully
         paid and nonassessable shares of Common Stock.

6.       Exercise of Warrant. This Warrant may be exercised by the registered
         holder, in whole or in part, by the surrender of this 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 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 Warrant shall be issued
         by the Company to the registered holder for the number of Warrant
         Shares with respect to which this Warrant shall not have been
         exercised. For each partial exercise the holder shall purchase a
         minimum of one thousand (1,000) Warrant Shares, or, if the number of
         Warrant Shares available for exercise under the Warrant is less than
         such minimum number, the balance of the Warrant Shares available for
         exercise under the Warrant. A 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 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 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.

7.       Registration of Warrant Shares. The holder if this Warrant shall have
         the right to include the Warrant Shares in certain registered offerings
         conducted by the Company as set forth in the Investor Rights Provisions
         attached as Attachment C to the Subscription Agreement.

8.       Compliance with Securities Laws and Other Transfer Restrictions.

         a.      The holder of this Warrant, by acceptance hereof, agrees,
                 represents and warrants that this 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 Warrant or any Warrant Shares, and that the holder will
                 not offer, sell or otherwise dispose of all or any part of this
                 Warrant or any Warrant Shares except under circumstances which
                 will not result in a violation of 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 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

                                       3.

<PAGE>

                 federal and applicable state securities laws. Upon exercise of
                 this 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.      If the Company conducts an Initial Public Offering of its
                 Common Stock or undertakes to file a registration statement
                 pursuant to Section 7, the holder of the Warrant or any 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 Warrant or any of the
                 Warrant Shares; (ii) sell, transfer or otherwise dispose of, or
                 agree to sell, transfer or otherwise dispose of the 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 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 a holder of this 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 offering.

         c.      In the event the holder of this Warrant desires to transfer
                 this 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 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 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 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 Warrant and any Warrant Shares. The restrictions
                 set forth in this Warrant shall be binding upon any holder,
                 donee, assignee or transferee of the Warrant or the Warrant
                 Shares.

9.       Subdivision of Warrant. At the request of the holder of this Warrant in
         connection with a transfer or exercise of a portion of the Warrant,
         upon surrender of such 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 Warrant. Upon receipt by the
         Company of evidence reasonably satisfactory to it of the loss, theft,
         destruction or mutilation of this Warrant, and in case of loss, theft
         or destruction, of indemnity or security reasonably satisfactory to it,
         and upon reimbursement

                                       4.

<PAGE>

         to the Company of all reasonable expenses incidental thereto, and upon
         surrender and cancellation of this Warrant, if mutilated, the Company
         will make and deliver a new Warrant of like tenor and dates as of such
         cancellation, in lieu of this Warrant.

11.      No Limitation on Corporate Action. No provisions of the 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 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 Warrant are for purposes of
         convenience and reference only, and shall not be deemed to constitute a
         part hereof. Neither this 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
         Warrant shall be by certified mail, return receipt requested, or by
         overnight delivery service to the address furnished to the Company in
         writing by the last holder of this 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.

ISSUED this 1st day of August, 2001.

REDLINE PERFORMANCE PRODUCTS, INC.

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

                                       5.

<PAGE>

                               FORM OF ASSIGNMENT

                       REDLINE PERFORMANCE PRODUCTS, INC.

         FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the within 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
Warrant is necessary to effect any assignment or transfer.

Dated: _____________ ___, _____

___________________________________
Signature

___________________________________
Print Name

<PAGE>

                                  EXERCISE FORM

                       REDLINE PERFORMANCE PRODUCTS, INC.

                 (To be executed only upon exercise of Warrant)

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

Dated: __________________ ___, _____

_______________________________________
Signature of Registered Owner

_______________________________________
Street Address

_______________________________________
City, State, Zip Code

_______________________________________
IRS Identification Number

                                       B-1

<PAGE>


                       REDLINE PERFORMANCE PRODUCTS, INC.

                           INVESTOR RIGHTS PROVISIONS



              1.) Certain Definitions. Capitalized terms not defined herein
shall have the meanings set forth in the Subscription Agreement and Letter of
Investment Intent between the Company and each purchaser of Units, to which this
Attachment C is attached. In addition, as used in this Attachment C, 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 "AG-", which warrants were issued as
compensation in connection with the Company's sale of Units.

                  "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.

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



<PAGE>




                  "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.

                  "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 Unit 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.

                  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 Units consisting of shares of Series A Preferred Stock and Unit
Warrants.

                  "SERIES A HOLDERS" shall mean the holders of: (i) Series A
Preferred Stock acquired upon purchase of Units; 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.


                                       2

<PAGE>




                  "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.

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

                  "UNIT WARRANTS" shall mean a class of warrants to purchase
Common Stock, each having the designation "AE-", which warrants were issued in
connection with the Company's sale of Units, consisting of shares of the
Company's Series A Preferred Stock and Unit Warrants.

         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) 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


                                       3
<PAGE>




         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 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



                                       4

<PAGE>




                  (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, 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


                                       5
<PAGE>




         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. Notwithstanding Section 5(b), 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 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


                                       6
<PAGE>




         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 or 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);

         (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


                                       7
<PAGE>




         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;

         (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;



                                       8

<PAGE>




         (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, at 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 possessed, 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 Section 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 C, 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



                                       10
<PAGE>




         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 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 "INDEMNIFIED PARTY") 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 C 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


                                       11
<PAGE>




         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.

         9.) Amendments. Any term included in this Attachment C may be amended
and the observance of any term of this Attachment C 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 C 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 the
         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