EXHIBIT 4.2


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and
entered into this 18th day of June 2004, by and between Precis, Inc.,
an Oklahoma corporation (the “Company”), and National Center for the Employment
of the Disabled, a Texas nonprofit corporation (“NCED”) (collectively NCED and
the Company are referred to as the “parties” or individually the “party”).


 


Background.  On the date of this Agreement, the Company,
NCED,  Precis-Access Acquisition, Inc.,
a Texas corporation and a wholly-owned subsidiary of the Company, Access
Administrators, Inc., a Texas corporation (“AAI”), Access Healthsource
Administrators, Inc., a Texas corporation (“AHA”), Advantage Care Network, Inc.,
a Delaware corporation (“ACN”), entered into the Stock Purchase Agreement (the “Stock
Purchase Agreement”), pursuant to which NCED sold its shares of the capital
stock of Access HealthSource, Inc. (and the stock of its wholly owned
subsidiaries, AAI, AHA and ACN) to the Company and may become entitled to
receive the Company’s common stock, $.01 par value per share (the “Common Stock”)
in accordance with the provisions of the Stock Purchase Agreement.


 


In consideration of the
background of the transactions and the mutual covenants and agreements set
forth in this Agreement, the parties hereby agree, subject to the terms and
conditions hereinafter set forth, as follows:


 


1.                                      Definitions.  As used herein, unless the context otherwise
requires, the following terms shall have the following respective meanings:


 


Commission:  The Securities and Exchange Commission or any
other governmental authority at the time administering the Securities Act or
the Exchange Act.


 


Exchange
Act:  The Securities
Exchange Act of 1934, as amended, or any similar or successor federal statute,
and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time. 
References to a particular section of the Exchange Act shall
include a reference to the comparable section, if any, of any such similar or
successor federal statute.


 


Person:  A corporation, an association, a partnership,
a limited liability company, an individual, a joint venture, a trust or estate,
an unincorporated organization, or a government or any department or agency
thereof.


 


Registrable
Securities:  (i) Any
shares of Common Stock issued to and received by NCED under the terms of or in
conjunction with the Stock Purchase Agreement, and (ii) any securities
issued or issuable with respect to any Common Stock referenced in the foregoing
clause by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise.  As to any
particular Registrable Securities, once issued, such securities shall cease to
be Registrable Securities, unless such securities are not sold pursuant to such
registration as a result of non-compliance by the Company with this Agreement,
upon (i) a registration statement with respect to the sale of such
securities shall have been declared effective by the Commission, (ii) the
securities shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent disposition of the securities shall not require
registration or qualification under the Securities Act or any similar state law
then in force, or (iii) the securities shall have ceased to be
outstanding.


 


1





















 


Registration
Expenses:  All expenses
incident to the Company’s performance of or compliance with Section 2 of
this Agreement, including without limitation all registration, filing and
listing or NASDAQ fees, all fees and expenses of complying with securities or
blue sky laws, all word processing, duplicating and printing expenses, all
messenger and delivery expenses, the fees and disbursements of counsel for the
Company and of the Company’s independent public accountants, including without
limitation the expenses of any special audits or “cold comfort” letters
required by or incident to such performance and compliance, the fees and
disbursements of any counsel retained by the holder or holders of the
Registrable Securities being registered, premiums and other costs of policies
of insurance, if any, against liabilities arising out of the public offering of
the Registrable Securities being registered, and any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities, but
excluding underwriting discounts and commissions and transfer taxes, if
any, relating to the Registrable Securities being registered.


 


Securities
Act:  The Securities
Act of 1933, as amended, or any similar or successor federal statute, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect at the time.  References to a
particular section of the Securities Act shall include a reference to the
comparable section, if any, of any such similar or successor federal statute.


 


2.  Registration under Securities Act.


 


2.1  Right to Include Registrable Securities.  In the event the Company at any time proposes
to register any of its securities under the Securities Act (other than by
registration on Form S-8 or Form S-4 or any successor or similar
form), whether or not for sale for the Company’s own account, each such time
the Company shall give prompt written notice (the “Registration Notice”) to all
holders of Registrable Securities of the Company’s intention to register its
securities under the Securities Act, of the intended method of disposition of
such securities, and of such holder’s or holders’ rights under this Section 2.1.  Upon the written request of any such holder
made within 15 days after the receipt of such Registration Notice (which
request shall specify the Registrable Securities intended to be disposed of by
such holder and the intended method of disposition thereof, that can be by an
underwritten offering, even if such was not intended by the Company), subject
to the provisions of this Agreement, the Company will use its best efforts to
obtain an order of effectiveness from the Commission covering the  registration of those Registrable Securities
that the Company has been requested to register by the holder or holders of
Registrable Securities to the extent necessary to permit the disposition in
accordance the intended method or methods of the Registrable Securities to be
registered.


 


2.2
Mandatory Registration of Registrable Securities.  The Company shall use its best efforts to
file a Form S-3 registration statement under the Securities Act covering
the Registrable Securities within 45 days after issuance to and receipt by NCED
of the Registrable Securities.  The
Company shall use its best efforts to have such registration declared effective
by the Commission at the earliest practicable time.  The Company shall maintain effectiveness of
such registration until such time that the Registrable Securities covered by
such registration may be sold by NCED without registration under the Securities
Act.


 


2.2  Priorities of Underwriter or Company.


 


2.2.1  Underwritten Registration.  In the event (i) a registration pursuant
to Section 2 involves an underwritten offering of securities so being
registered, whether or not for sale for the account of the Company, to be
distributed by or through one or more underwriters under underwriting terms
appropriate


 


2





















 


for such a transaction, (ii) the
Registrable Securities so requested to be registered for sale for the account
of a holder or holders of Registrable Securities are to be included in such
underwritten offering (because the Company has been requested to include such
Registrable Securities pursuant to Section 2.1), and (iii) the
managing underwriter of such underwritten offering shall inform the Company and
the holder or holders of Registrable Securities requesting such registration in
writing of its belief that  the number of
securities requested to be included in such registration exceeds the number
that can be sold in (or during the time of) such offering, then the Company may
include all securities proposed by the Company to be sold for its own account
and may decrease the number of Registrable Securities proposed to be sold and
requested to be included in such registration (pro rata on the basis of the
percentage of the securities of the Company, by number of shares, requested to
included in the registration by the holder or holders of such Registrable
Securities to the extent necessary to reduce the number of securities to be
included in the registration to the level recommended by the managing
underwriter.


 


2.2.2  Company’s Right to Delay Registration.  In the event, at any time after giving the
applicable Registration Notice pursuant to Section 2.1 and prior to the
effective date of the registration statement under the Securities Act filed in
connection with such registration, the Company shall determine for any reason,
after consultation with the holder or holders of Registrable Securities that
have requested inclusion in such registration, not to register or to delay
registration of such securities, the Company may, at its election, give written
notice of such determination to each such holder of Registrable Securities and,
thereupon, (i) in the case of a determination not to register, the Company
shall be relieved of its obligation to register any Registrable Securities in
connection with such registration; provided, however, that such
determination by the Company shall be without prejudice to the rights of any
holder or holders of Registrable Securities pursuant to Section 2 to
include such holder’s or holders’ Registrable Securities in a subsequent
registration by the Company, and (ii) in the case of a determination by
the Company to delay registering, the Company shall be permitted to delay
registering any Registrable Securities for the same period as the delay in
registering such other securities.  The
Company will pay all Registration Expenses in connection with each registration
of Registrable Securities requested pursuant to Section 2.


 


2.3  Registration Procedures.  Whenever the Company is required to use its
best efforts to effect the registration of any Registrable Securities under the
Securities Act as provided in Section 2, the Company, as expeditiously as
possible, will:


 


(i)  with respect to
the registration of Registrable Securities under the Securities Act prepare and
(as soon thereafter as possible) file with the Commission the requisite
registration statement to effect such registration and, thereafter, use its
best efforts to cause such registration to become effective; provided
however, that the Company may discontinue any registration of its
securities that are not Registrable Securities at any time prior to the
effective date of the registration statement under the Securities Act or under
any state securities or blue sky laws relating thereto;


 


(ii)  prepare and
file with the Commission which amendments and supplements to the requisite
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement until such time that all of
such securities have been disposed of in accordance with the intended methods
of disposition by the seller or sellers thereof as set forth in such
registration statement, but in no event for a period of nine consecutive months
(or such longer period of time as permitted by the Securities Act) from the
date on which the registration statement became effective under the Securities
Act;


 


3





















 


(iii)  furnish to
each seller of Registrable Securities covered by such registration statement (A) such
number of conformed copies of such registration statement and such number of
each amendment and supplement thereto (in each case including all exhibits), (B) such
number of copies of the prospectus contained in such registration statement
(including preliminary prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 under the Securities Act, in conformity
with the requirements of the Securities Act, and (C) such other documents,
as such seller may reasonably request;


 


(iv)  use its best
efforts to register or qualify all Registrable Securities and other securities
covered by such registration statement under such other securities or blue sky
laws of each state that each seller of Registrable Securities shall reasonably
request, to keep such registration or qualification in effect for so long as
such registration statement remains in effect (subject to Section 2.3(ii)),
and take any other action that may be reasonably necessary or advisable to
enable such seller to consummate the disposition in such states of the
securities owned by such seller, except that the Company shall not for any such
purpose be required to either qualify generally to do business as a foreign
corporation, or subject itself to taxation in any jurisdiction wherein it would
not, but for the requirements of this subsection (iv), be obligated to be
so qualified or subject to taxation or to consent to general service of process
in any such jurisdiction or to any material restrictions on the conduct of the
Company’s business, or any restrictions on payments to any of the Company’s
shareholders, or require the escrow, “lockup” or placing of any restrictions on
the sale and disposition of securities of the Company (other than as may have
been previously imposed or existed immediately before the effective date of the
registration statement under the Securities Act) held of record by any of the
Company’s officers, directors or controlling Persons that is not a seller of
Registrable Securities;


 


(v)  use its best
efforts to cause all Registrable Securities covered by such registration
statement to be registered with or approved by such other federal or state
governmental agencies or authorities as may be necessary to enable the seller
or sellers thereof to consummate the disposition of such registrable
Securities;


 


(vi)  furnish to
each seller of Registrable Securities a signed counterpart, addressed to each
seller (and the underwriters, if any) of


 


(A)  an opinion of
counsel for the Company, dated the effective date of such registration
statement (and, if such registration includes an underwritten  offering, dated the date of the closing under
the underwriting agreement) reasonably satisfactory in form and substance to
such seller, and


 


(B)  in the event
the offering is underwritten, a “comfort” letter, dated the effective date of
such registration statement (and, if such registration includes an underwritten
offering, dated the date of the closing under the underwriting agreement),
signed by the independent public accountants who have certified the Company’s
financial statements included in such registration statement,


 


covering substantially
the same matters with respect to such registration statement (and the
prospectus included therein) and, in the case of the accountants’ letter, with
respect to the events subsequent to the date of such financial statements, as
are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to the underwriters in underwritten public offerings of
securities and, in the case of the accountants’ letter, such other financial
matters, and, in the case of the legal opinion, such other legal matters, as
such seller or such holder or holders (or the underwriters, if any) may
reasonably request;


 


4





















 


(vii)  notify each
seller of Registrable Securities covered by such registration statement, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the happening of any event as a
result of which, the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements in this agreement not misleading in the light of the circumstances
under which they were made, and at the request of any such seller or holder
promptly prepare and furnish to such seller or holder a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such
securities, such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statement therein not misleading in the light of the
circumstances under which they were made;


 


(viii)  otherwise
use its best efforts to comply with all applicable rules and regulations
of the Commission, and make available to its security holders, as soon as
reasonably practicable, a historical earnings statement covering the period of
at least 12 months, but not more than 18 months, beginning with the first month
of the first full fiscal quarter after the effective date of such registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act, and will furnish to each such seller at least five business
days prior to the filing thereof a copy of any amendment or supplement to such
registration statement or prospectus and shall not file any amendment or
supplement to the registration states to which any such seller shall have
reasonably objected on the grounds that such amendment or supplement does not
comply in all material respects with the requirements of the Securities Act or
the rules or regulations thereunder;


 


(ix)  provide and
cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by such registration statement from and after a date not
later than the effective date of such registration statement; and


 


(x)  use its best efforts to list all Registrable
Securities covered by such registration statement on any securities exchange on
which any of the Common Stock is then listed or quoted on a recognized
quotation service which also provides quotations of the Common Stock.


 


The Company may require
each seller of Registrable Securities as to which any registration is being
effected to furnish the Company such information regarding such seller and the
distribution of such securities as the Company may from time to time reasonably
request in writing.


 


Each holder of
Registrable Securities agrees, as a condition of this Agreement, that, upon
receipt of any notice from the Company of the happening of any event of the
kind described in Section 2.3(vii), (i) such holder will forthwith
discontinue such holder’s disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until such
holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 2.3(vii), (ii) such holder will promptly
deliver copies of such supplemented or amended prospectus to each purchaser or
potential purchaser to whom such holder had delivered the prospectus prior to
such supplementation or amendment, and (iii) if so directed by the
Company, will deliver to the Company (at the Company’s expense) all copies,
other than permanent file copies, then in such holder’s possession of the
prospectus relating to such Registrable Securities current at the time of
receipt of such notice.


 


2.4  Underwritten Offerings.  If the Company at any time proposes to
register any of its securities under the Securities Act, as contemplated by Section 2,
and such securities are to be distributed by or through one or more
underwriters, the Company will, if requested by any holder of Registrable
Securities as provided in Section 2.1 and subject to the provisions of
this Section 2.4, arrange for such


 


5





















 


underwriters to include
all of the Registrable Securities to be offered and sold by such holder among
the securities to be distributed by such underwriters.   In the event that the managing underwriter
of any underwritten offering informs the Company and the holder or holders of
Registrable Securities requesting the inclusion of their securities in such
offering in writing of its belief that the number of securities requested to be
sold in such offering exceeds the number which can be sold in such offering,
then the Company will include in such offering only securities proposed to be
sold by Company for its own account and decrease the number of Registrable
Securities so proposed to be sold and requested to be included in such offering
(pro rata on the basis of the percentage of the securities, by number of
shares, of the Company requested to be included in the offering by the holder
or holders of such Registrable Securities and all other holders of the Company’s
securities proposing to include shares in such offering) to the extent
necessary to reduce the number of securities to be included in such offering to
the level recommended by the managing underwriter.  The holder or holders of Registrable
Securities to be distributed by such underwriters shall be parties to the
underwriting agreement between the Company and such underwriters and any
necessary or appropriate customary agreements, shall execute appropriate powers
of attorney, and may at their option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be made to and
for the benefit of such holder or holders of Registrable Securities and that
any or all of the conditions precedent to the obligations of such underwriters
under such underwriting agreement be conditions precedent to the obligations of
such holder or holders of Registrable Securities.  Any such holder of Registrable Securities
shall not be required to make any representations or warranties to or agreement
with the Company or the underwriters other than representatives, warranties and
agreements regarding such holder, such holder’s Registrable Securities and such
holder’s intended method of distribution and any other representation required
by law.


 


2.5  Preparation; Reasonable Investigation.  In connection with the preparation and filing
of each registration statement under the Securities Act covering Registrable
Securities, the Company will give the holder or holders of Registrable
Securities registered under such registration statement, their underwriters, if
any, and their respective counsel and accountants, the opportunity to
participate in the preparation of such registration statement, each prospectus
included therein or filed with the Commission, and each amendment or supplement
thereto, and will give each of them such access to the Company’s books and
records and such opportunities to discuss the business of the Company with its
officers and independent public accountants who have certified its financial
statements as shall be necessary, in the opinion of such holders’ and such
underwriters’ respective counsel, to conduct a reasonable investigation within
the meaning of the Securities Act.


 


2.6  Indemnification.


 


2.6.1  Indemnification by the Company.  In the event of any registration of any
securities of the Company under the Securities Act, the Company hereby agrees and
will indemnify and hold harmless the seller of any Registrable Securities
covered by such registration statement, it directors, officers, representatives
and agents, each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls
such seller or any such underwriter within the meaning of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
such seller or any such director, officer, representative, agent, underwriter
or controlling Person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any registration statement under which such
securities were registered under Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary


 


6





















 


to make the statements therein
not misleading, and the Company will indemnify such seller and each such
director, officer, representative, agent, underwriter and controlling Person
for any legal or there expenses reasonably incurred by them in connection with
investigation or defending any such loss, claim, liability, action or
proceeding; provided, however, that the Company shall not be liable in
any such case to the extent that such loss, claim, damage, liability (or action
or proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with information furnished to the Company by such seller
specifically stating that it is for use in the preparation thereof; and provided
further, that the Company shall not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable
Securities or any Person, if any, who controls such underwriter within the
meaning of the Securities Act, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of such Person’s failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, to the Person
asserting an untrue statement or alleged untrue statement or omission or
alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such Person if such statement or omission was
contained in such final prospectus.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such seller or any such director, officer,
representative, agent, underwriter or controlling Person shall survive the
transfer of such securities by such seller.


 


2.6.2  Indemnification by the Sellers.  The Company may require, as a condition to
including any Registrable Securities in any registration statement filed
pursuant to Section 2.3 hereof, that the Company shall have received an
undertaking reasonably satisfactory to it from the prospective seller of such
securities, to indemnify and hold harmless (in the same manner and to the same
extent as set forth in Section 2.6.1 hereof) the Company, each director,
officer, representative and agent of the Company and each other Person, if any,
who controls the Company within the meaning of the Securities Act, with respect
to any statement or alleged statement in or omission or alleged omission from
such registration statement, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto, if
such statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with information furnished to the Company by
such seller for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement.  Such indemnity shall remain
in full force and effect, regardless of any investigation made by or on behalf
of the Company or any such director, officer, representative, agent, or
controlling Person and shall survive the transfer of such securities by such
seller.


 


2.6.3  Notices of Claims and Procedure.  Promptly after receipt by an indemnified
Person of notice of the commencement of any action or proceeding involving a
claim referenced in Section 2.6.1 or 2.6.2, such indemnified Person will,
if a claim in respect thereof is to be made against an indemnified party, give
written notice to the indemnifying party of the commencement of such action; provided,
however, that the failure of any indemnified Person to give notice as
provided in this Section shall not relieve the indemnifying party of its
obligations under Section 2.6.1 or 2.6.2, except to the extent that the
indemnifying party is actually prejudiced by such failure to give notice.  In case any such action is brought against an
indemnified Person, unless in such indemnified Person’s reasonable judgment a
conflict of interest between such indemnified Person and such indemnifying
party may exist in respect of such claim, the indemnifying party shall be
entitled to participate in and to assume the defense thereof jointly with any
other indemnifying party similarly notified to the extent that it may wish,
with counsel reasonably satisfactory to such indemnified Person, and after
notice from the indemnifying party to such indemnified Person of its election
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified Person for any legal or other expenses subsequently incurred
by the indemnified party in connection with the defense of such action other
than reasonable costs of


 


7





















 


investigation.  If, in such indemnified Person’s reasonable
judgment a conflict of interest does or may exist in respect of such claim, the
indemnified Person or Persons shall have the right to select separate counsel
to participate in the defense of such action on behalf of such indemnified
Person or Persons, in which case the indemnifying party shall bear the costs of
such defense.  No indemnifying party
shall, without the consent of the indemnified Person, consent to the entry of
any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified Person of a release from all liability with respect so such claim
or litigation and otherwise in form and substance satisfactory to the
indemnified Person.  The indemnifying
party shall not be required to indemnify any indemnified Person against any
settlement or judgment that shall be consented to by an indemnified Person
without the consent of the indemnifying party.


 


2.6.4  Other Indemnification.  Indemnification similar to that specified in
Sections 2.6.1, 2.6.2 and 2.6.3 hereof (with appropriate modifications) shall
be given by the Company and each seller of Registrable Securities with respect
to any required registration or other qualification of securities under federal
or sate law or regulation of any governmental authority other than the
Securities Act.


 


2.6.5  Indemnification Payments.  The indemnification required by this Section 2.6
shall be made by prompt payments of the amounts thereof during the course of
the investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.


 


2.6.6  Contribution.  If any of the indemnification provisions
provided for in this Section 2.6 are determined to be unenforceable or
unavailable to an indemnified Person in respect of any claim or action, then
each indemnifying party, in lieu of indemnifying such indemnified Person, shall
contribute to the amount paid or payable by such indemnified Person as a result
of such claims in such proportion as is appropriate to reflect not only the
relative benefits received by the indemnifying party and the indemnified Person
from the registration statement, but also the relative fault of the indemnified
Person and the indemnifying party in connection with the statements or
omissions which resulted in such claim or action as well as any other relevant equitable
considerations.  The relative fault of
the indemnifying party and the indemnified Person shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to the information supplied by the indemnifying party or
by the indemnified Person and their relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a
result of the claims referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such Person in connection with
investigation or defending any action or claim. 
No Person guilty of fraudulent misrepresentation (within the meaning of
the Securities Act) shall be entitled to contribution from any Person that is
not guilty of such fraudulent misrepresentation.


 


2.7  Adjustments Affecting Registrable Securities.  The Company will not effect or permit to
occur any combination or subdivision of shares which would materially adversely
affect the ability of the holder of Registrable Securities to include such
Registrable Securities in any registration of its securities contemplated by
this Section 2 or the marketability of such Registrable Securities under
any such registration.


 


3.  Rules 144 and 144A.  The Company represents and warrants to NCED
that it has filed registration statements pursuant to the requirements of Section 12(g) of
the Exchange Act and/or pursuant to the requirements of the Securities Act, and
has filed the reports required to be filed by it under the Securities Act and
the Exchange Act and the rules and regulations adopted by the Commission
thereunder.  The Company will take such
further action as any holder of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such holder to sell
Registrable


 


8





















 


Securities without
registration provided by (i) Rules 144 and 144A under the Securities
Act, as such Rules may be amended from time to time, or (ii) any
similar rule or regulation hereafter adopted by the Commission.  Upon the request of any holder of Registrable
Securities, the Company will deliver to such holder a written statement as to
whether it has complied with such requirements.


 


4.  Amendments and Waivers.  This Agreement may be amended and the Company
may take any action herein prohibited or omit to perform any act herein required
to be performed by it, only if the Company shall have obtained the written
consent to such amendment, action or omission to act, of the holder or holders
of more than a majority of the Registrable Securities at the time outstanding; provided,
however, if such amendment, action or omission to act would adversely
affect the rights of any holder of Registrable Securities, no consent thereto
shall be effective without the concurrence of each holder who would be
adversely affected thereby.  Each holder
of Registrable Securities at the time or thereafter outstanding shall be bound
by a consent obtained by the Company given by the holder or holders of the
Registrable Securities pursuant to this Section 4, whether or not such
Registrable Securities shall have been marked to indicate such consent.


 


5.  Notices.  All notices and other communications required
or permitted hereunder shall be in writing, and shall be deemed to have been
delivered on the date delivered by hand or transmitted by telegram, facsimile or
by similar means, on the first day following the day when sent by recognized
courier or overnight delivery service (fees prepaid), or on the third day
following the day when deposited in the U. S. mail, registered or certified
(postage prepaid), addressed (i) if to the holder or holders of the
Registrable Securities, to the attention of each Person at the address set
forth in the stock records of the Company or such address, or to the attention
of such other Person or Persons, as the holder or holders of the Registrable
Securities shall have furnished to the Company in writing, or (ii) if to
the Company, 2040 North Highway 360, Grand Prairie, Texas 75050, to the
attention of its Chief Executive Officer, or such other address, or to the
attention of such other Person or Persons, as the Company shall have furnished
to each holder of Registrable Securities at the time outstanding; provided,
however, that any such communication to the Company may also, at the option
of the holder of Registrable Securities giving notice, be delivered by personal
delivery to any officer of the Company.


 


6.  Assignment.  This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns.  In
addition, and whether or not any express assignment shall have been made, the
provisions of this Agreement which are for the benefit of NCED shall also be
for the benefit of and enforceable by any subsequent holder of any Registrable
Securities who has executed a copy of this Agreement or otherwise indicated its
agreement to be bound hereby.


 


7.  Descriptive Headings.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  In
this Agreement


 


(i) words denoting
the singular include the plural and vice versa,


 


(ii) ”it” or “its”
or words denoting any gender include all genders,


 


(iii) the word “including”
shall mean “including without limitation,” whether or not expressed,


 


(iv) any reference
to a statute shall mean the statute and any regulations thereunder in force as
of the date of this Agreement, unless otherwise expressly provided,


 


9





















 


(v) any reference in
this Agreement to a subparagraph, a subsection, or a Section refers to a
subparagraph, a subsection, or a Section of this Agreement, unless
otherwise specifically stated,


 


(vi) when
calculating the period of time within or following which any act is to be done
or steps taken, the date that is the reference day in calculating such period
shall be excluded and if the last day of such period is a day on which banks in
Texas are required or authorized to be closed, then the period shall end on the
next day that banks in Texas are not required or authorized to be closed and


 


(vii) any reference
to a Party’s “best efforts” or “reasonable efforts” shall not include any
obligation of such Party to pay, or guarantee the payment of, money or other
consideration to any third Person or to agree to the imposition on such Party
or its affiliates of any condition reasonably considered by such Party to be
materially burdensome to such Party or its affiliates.


 


8.  Governing Law.  This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the State of Texas, without regard to principles of conflicts
of laws.


 


9.  Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.


 


10





















 


IN
WITNESS WHEREOF, the parties have executed and delivered this
Agreement, or have caused this Agreement, or have caused this Agreement to be
executed and delivered by their respective duly authorized officers, on the
date first above written.


 


 


	
  “Company”

  	
  PRECIS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Judith H. Henkels

  
	
   

  	
   

  	
  Judith
  H. Henkels, Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  “NCED”

  	
  NATIONAL CENTER FOR THE
  EMPLOYMENT OF

  THE DISABLED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert E. Jones

  
	
   

  	
   

  	
  Robert
  E. Jones, Chief Executive Officer

  



 


11