EXHIBIT 4.3

                              AMENDED AND RESTATED

                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is amended  and
restated as of June 28,  2001,  by and among  PrimeSource  Healthcare,  Inc.,  a
Massachusetts corporation (the "Company") and the persons listed as Stockholders
in  the  signature   pages  hereto   (collectively,   the   "Stockholders"   and
individually, a "Stockholder").

     WHEREAS,  on March 2, 2001, the Company entered into a Registration  Rights
Agreement with the  Stockholders  set forth therein (the "Existing  Registration
Rights Agreement");

     WHEREAS, pursuant to that certain Unit Purchase Agreement,  dated as of the
date hereof (the "Unit  Purchase  Agreement"),  by and among the Company and the
investors  listed on the signature pages thereto,  the Company will issue shares
of Series E Preferred Stock and certain warrants exercisable for Common Stock;

     WHEREAS, the transactions  contemplated by the Unit Purchase Agreement will
benefit the Company; and

     WHEREAS,  the parties are willing to execute this Agreement and to be bound
by the provisions hereof;

     NOW, THEREFORE,  in consideration of the premises, the agreements set forth
below,  and the parties'  desire to further the interests of the Company and its
present and future stockholders, the parties agree as follows:
<PAGE>

     1.   Certain Definitions.
           -------------------

     As used in this  Agreement,  the  following  terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

     "Affiliate" means, with respect to a specified Person, (a) any other person
directly or indirectly  controlling or controlled by or under direct or indirect
common  control  with such  specified  Person,  (b) any other  Person that owns,
directly or  indirectly,  five percent (5%) or more of such  specified  person's
capital stock,  (c) any employee or director of such specified  Person,  (d) any
member of the family of any Person  specified in clauses  (a),  (b), and (c), or
(e) any corporation,  limited  liability  company,  partnership,  trust or other
entity in which any Person set forth in clauses (a),  (b), (c) or (d) above,  or
member of the  family  of any such  Person,  is a  director,  officer,  trustee,
partner  or holder of more than five  percent  (5%) of the  outstanding  capital
stock thereof.  For the purposes of this  definition,  "control," when used with
respect to any specified  person,  means the power to direct the  management and
policies of such person,  directly or indirectly,  whether through the ownership
of voting securities,  by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agreement" shall have the meaning assigned in the preamble hereto.

     "Alternative  Equity  Financing  Stock"  shall  mean the  series  of equity
security  of the  Company  issued in any  equity  financing  of the  Corporation
subsequent  to the date  hereof  that does not  qualify  as a  Qualified  Equity
Financing.

     "Bayley"  shall have the meaning set forth in clause (r) of the  definition
of "Registrable Securities" contained herein.

     "Board of Directors" shall mean the Board of Directors of the Company.

     "Claim"  shall  mean  any  loss,  claim,  damages,   liability  or  expense
(including the reasonable costs of  investigation  and reasonable legal fees and
expenses).

     "Common  Stock" shall mean the Common Stock,  par value $.01 per share,  of
the Company.

     "Company" shall have the meaning assigned in the preamble hereto.

     "Demand  Registration"  shall  mean a  registration  pursuant  to Section 2
hereof.


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<PAGE>

     "Equity  Security"  shall  mean any  capital  stock of the  Company  or any
security convertible, with or without consideration, into any such stock, or any
security  carrying  any warrant or right to  subscribe  for or purchase any such
stock, or any such warrant or right.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as from time
to time amended.

     "Existing Registration Rights Agreement" shall have the meaning assigned in
the recitals hereto.

     "Firm Commitment Underwritten Offering" shall mean an offering in which the
underwriters  agree  to  purchase  securities  for  distribution  pursuant  to a
Registration  Statement  under the Securities Act and in which the obligation of
the  underwriters  is to purchase all the  securities  being  offered if any are
purchased.

     "Future  Preferred  Stock"  shall mean a series of  preferred  stock of the
Company conveying to its holders rights and obligations substantially similar to
those  provided  by the  Company's  Certificate  of  Designations  for  Series C
Preferred  Stock,  as issued at the  Effective  Time (as  defined  in the Merger
Agreement).

     "Future Registrable  Securities" shall have the meaning set forth in clause
(c) of the definition of "Registrable Securities" contained herein.

     "Holder" shall mean the beneficial owner of a security. For all purposes of
this  Agreement,  the Company  shall be entitled to treat the record  owner of a
security as the  beneficial  owner of such security  unless the Company has been
given written  notice of the  existence  and identity of a different  beneficial
owner.  A Holder of  Preferred  Stock  shall be  deemed to be the  Holder of the
Common Stock into which such Preferred Stock could be converted.

     "Indemnified Holder" shall mean any Holder of Registrable  Securities,  any
officer,  director,  employee  or agent of any such  Holder  and any  Person who
controls  any such  Holder  within  the  meaning  of  either  Section  15 of the
Securities Act or Section 20 of the Exchange Act.

     "Junior  Securities"  means any class or  series of the  Company's  capital
stock  which  ranks  junior  to the  Series C  Preferred  Stock  as to  dividend
distributions or distributions upon the liquidation,  winding up and dissolution
of the Company.

     "Misstatement"  shall mean an untrue  statement  of a  material  fact or an
omission  to state a  material  fact  required  to be stated  in a  Registration
Statement or  Prospectus or necessary to make the  statements in a  Registration
Statement, Prospectus or preliminary prospectus not misleading.

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<PAGE>

     "Other  Stockholders"  shall mean the Stockholders  other than the Series C
Stockholders and the Series E Stockholders.

     "Person" shall mean a natural person,  partnership,  corporation,  business
trust,  association,  joint venture or other entity or a government or agency or
political subdivision thereof.

     "Piggyback  Registration"  shall mean a registration  pursuant to Section 3
hereof.

     "Preferred  Registrable  Securities"  shall mean the  Series C  Registrable
Securities and the Series E Registrable Securities.

     "Preferred  Stock" shall mean any shares of any series of  preferred  stock
other than the Series D Preferred  Stock  issued as of the date hereof or in the
future by the Company.

     "Prospectus"  shall  mean  the  prospectus  included  in  any  Registration
Statement,  as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated
by reference in such prospectus.

     "PSS Common Stock" shall mean the Common Stock, par value $0.001 per share,
of  PrimeSource  Surgical,  Inc., as it existed prior to the Effective  Time (as
defined in the Merger Agreement).

     "PSS Preferred  Stock" shall mean any series of Preferred  Stock, par value
$0.001 per share,  of Prime Source  Surgical,  Inc.,  as it existed prior to the
Effective Time (as defined in the Merger Agreement).

     "PSS Unit Purchase  Agreement" shall mean the Unit Purchase Agreement dated
as of January 23, 2001, by and among PSS and stockholders named therein.

     "Qualified Equity Financing" shall mean any equity financing of the Company
subsequent to March 2, 2001 with gross  proceeds in excess of  $10,000,000  less
the aggregate stated  liquidation value of all of the then outstanding shares of
Series C Preferred Stock.

     "Qualified Equity Financing Stock" shall mean the series of equity security
of the Company issued in a Qualified Equity Financing.

     "Registrable  Security"  or  "Registrable  Securities"  shall  mean (a) the
shares of Common  Stock  issued or  issuable  upon  conversion  of the shares of
Qualified Equity Financing Stock,  Future Preferred Stock or Alternative  Equity
Financing  Stock issued in exchange for the Series D Preferred  Shares,  (b) any
securities  issued or issuable  with  respect to such  Common  Stock by way of a

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<PAGE>

stock  dividend or stock split or in connection  with a  combination  of shares,
recapitalization,  merger,  consolidation or  reorganization,  (c) any shares of
Common Stock or securities  issued or issuable with respect to such Common Stock
as  provided  in (b)  above,  acquired  by the  Stockholders  from  the  Company
subsequent  to March 2, 2001,  whether or not owned by the  Stockholders  at the
time of a Registration; provided, that any such share or other security shall be
deemed  to be  Registrable  Securities  only if and so long as it is a  Transfer
Restricted  Security  (collectively,  (a), (b) and (c) are referred to herein as
the "Future Registrable  Securities"),  (d) the shares of Common Stock issued or
issuable  upon  exercise of the Warrants (e) any  securities  issued or issuable
with respect to such Common  Stock by way of a stock  dividend or stock split or
in  connection   with  a  combination  of  shares,   recapitalization,   merger,
consolidation  or  reorganization,  (f) any shares of Common Stock or securities
issued or issuable  with  respect to such Common Stock as provided in (e) above,
acquired  by the  Stockholders  from the  Company  subsequent  to March 2, 2001,
whether  or  not  owned  by the  Stockholders  at the  time  of a  Registration;
provided,  that  any  such  share  or  other  security  shall  be  deemed  to be
Registrable  Securities  only  if and so  long  as it is a  Transfer  Restricted
Security (collectively,  (d), (e) and (f) are referred to herein as the "Warrant
Registrable Securities"), (g) the shares of Common Stock issued or issuable upon
conversion  of the  Series C  Preferred  Stock,  (h) any  securities  issued  or
issuable  with respect to such Common Stock by way of a stock  dividend or stock
split or in connection with a combination of shares,  recapitalization,  merger,
consolidation  or  reorganization,  (i) any shares of Common Stock or securities
issued or issuable  with  respect to such Common  Stock as provided in (g) above
acquired by the Series C  Stockholders  from the Company  subsequent to March 2,
2001,  whether  or not  owned  by the  Series  C  Stockholders  at the time of a
Registration; provided, that any such share or other security shall be deemed to
be  Registrable  Securities  only if and so long as it is a Transfer  Restricted
Security (collectively, (g), (h) and (i) are referred to herein as the "Series C
Registrable Securities"), (j) the shares of Common Stock issued or issuable upon
conversion  of the  Series E  Preferred  Stock,  (k) any  securities  issued  or
issuable  with respect to such Common Stock by way of a stock  dividend or stock
split or in connection with a combination of shares,  recapitalization,  merger,
consolidation  or  reorganization,  (l) any shares of Common Stock or securities
issued or issuable  with  respect to such Common  Stock as provided in (j) above
acquired by the Series E  Stockholders  from the Company  subsequent to March 2,
2001,  whether  or not  owned  by the  Series  E  Stockholders  at the time of a
Registration; provided, that any such share or other security shall be deemed to
be  Registrable  Securities  only if and so long as it is a Transfer  Restricted
Security (collectively, (j), (k) and (l) are referred to herein as the "Series E
Registrable Securities"),  (m) shares of Common Stock issuable upon the exercise
of any options granted to GE (as defined below),  (n) the shares of Common Stock
issuable  or issued  upon  conversion  of the Series B  Preferred  Stock if such
Series B Preferred  Stock has been  issued by the  Company in  exchange  for PSS
Preferred  Stock held by any of the  Stockholders  on February 3, 1998,  (o) the
shares of Common Stock issued at the  Effective  Time in exchange for PSS Common
Stock held by any of the  Stockholders  on February  3, 1998,  (p) any shares of
Common  Stock of the  Company  issued as (or  issuable  upon the  conversion  or
exercise of any warrant,  right or other security which is issued as) a dividend
or other  distribution  with respect to, or in exchange for or in replacement of

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<PAGE>

the  shares  referenced  in (n) and (o) above,  (q) the  shares of Common  Stock
issuable  upon the  exercise  of that  certain  warrant  of PSS,  which has been
assumed by the Company pursuant to the Merger Agreement, dated February 3, 1998,
issued to Citizens Bank of  Massachusetts  pursuant to the Warrant  Agreement of
even date  therewith,  (r) the shares of Common Stock issuable upon the exercise
of those options,  which have been assumed by the Company pursuant to the Merger
Agreement, to purchase PSS Common Stock, dated January 17, 1997, held by John F.
Rooney  ("Rooney")  and Michael K. Bayley  ("Bayley"),  (s) the shares of Common
Stock  issuable upon the exercise of those  options,  which have been assumed by
the Company  pursuant to the Merger  Agreement,  to purchase  PSS Common  Stock,
dated January 30, 1998, held by William H. Lomicka and Robert W. Fisher, (t) the
shares of Common Stock  issuable  upon the  exercise of any warrants  which have
been  assumed by the  Company  pursuant to the Merger  Agreement,  issued to any
guarantor in connection with the Credit  Agreement dated as of February 3, 1998,
between the Company and  Citizens  Bank of  Massachusetts  and (u) the shares of
Common Stock issued or issuable  upon  exercise of that certain  warrant for the
purchase of 100,000  shares of Common  Stock,  issued,  on March 2, 2001, by the
Company to Ark CLO 2000-1 Limited; excluding in all cases (n) through (u) above,
however,  any Registrable  Securities sold by a Holder in a transaction in which
such Holder's rights under Section 11 are not assigned.
                           ----------

     "Registration"   shall   mean  a  Demand   Registration   or  a   Piggyback
Registration.

     "Registration   Expenses"  shall  mean  the  out-of-pocket  expenses  of  a
Registration, including:

          (1)  all  registration and filing fees (including fees with respect to
               filings  required  to be made with the  National  Association  of
               Securities Dealers);

          (2)  fees and expenses of compliance  with securities or blue sky laws
               (including fees and disbursements of counsel for the underwriters
               or selling holders in connection with blue sky  qualifications of
               the   Registrable   Securities   and   determinations   of  their
               eligibility for investment  under the laws of such  jurisdictions
               as the  managing  underwriters  or holders  of a majority  of the
               Registrable Securities being sold may designate);

          (3)  printing, messenger, telephone and delivery expenses;

          (4)  fees and disbursements of counsel for the Company and of not more
               than one firm of  attorneys  for the  sellers of the  Registrable
               Securities;


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<PAGE>

          (5)  expenses  of the  underwriters  and  fees  and  disbursements  of
               counsel  for  the  underwriters,  in  each  case,  to the  extent
               required  to  be  paid  pursuant  to  an  underwriting  agreement
               relating to a Registration;

          (6)  fees  and  disbursements  of  all  independent  certified  public
               accountants  of the  Company  incurred  in  connection  with such
               Registration  (including  the  expenses of any special  audit and
               "cold comfort" letters incident to such registration);

          (7)  premiums and other costs of securities  acts liability  insurance
               if the  Company so desires or if the  underwriters  so require or
               selling holders of Registrable  Securities reasonably so require;
               and

          (8)  fees and expenses of any other Persons retained by the Company.

     "Registration  Statement" shall mean any  registration  statement under the
Securities  Act on an  appropriate  form (which form shall be available  for the
sale of the  Registrable  Securities in accordance  with the intended  method or
methods of  distribution  thereof  and shall  include all  financial  statements
required by the SEC to be filed therewith) which covers  Registrable  Securities
pursuant to the provisions of this Agreement,  including the Prospectus included
in such registration statement, amendments (including post-effective amendments)
and  supplements  to such  registration  statement,  and all exhibits to and all
material incorporated by reference in such registration statement.

     "Rooney"  shall have the meaning set forth in clause (r) of the  definition
of "Registrable Securities" contained herein.

     "Securities  Act" shall mean the  Securities  Act of 1933,  as from time to
time amended.

     "SEC" shall mean the Securities and Exchange Commission.

     "Series B Preferred  Shares"  shall mean shares of the Series B Convertible
Preferred  Stock of the Company,  par value $1.00 per share,  held by certain of
the Stockholders.

     "Series B Preferred  Stock" shall mean the Series B  Convertible  Preferred
Stock of the Company issued pursuant to the Merger Agreement.

     "Series C Preferred  Shares"  shall mean shares of the Series C Convertible
Preferred  Stock of the Company,  $1.00 par value per share,  held by certain of
the Stockholders.

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<PAGE>

     "Series C Preferred  Stock" shall mean the Series C  Convertible  Preferred
Stock of the Company issued pursuant to the Merger Agreement.

     "Series C  Registrable  Securities"  shall  have the  meaning  set forth in
clause (i) of the definition of "Registrable Securities" contained herein.

     "Series  C  Stockholders"  shall  mean  the  Stockholders  of the  Series C
Preferred Stock.

     "Series D Preferred  Shares" shall mean shares of the Series D Exchangeable
Preferred  Stock of the Company,  $1.00 par value per share,  held by certain of
the Stockholders.

     "Series D Preferred  Stock" shall mean the Series D Exchangeable  Preferred
Stock of the Company issued pursuant to the Merger Agreement.

     "Series E Preferred  Shares"  shall mean shares of the Series E Convertible
Preferred Stock of the Company,  no par value per share,  held by certain of the
Stockholders.

     "Series E Preferred  Stock" shall mean the Series E  Convertible  Preferred
Stock of the Company issued pursuant to the Unit Purchase Agreement.

     "Series E  Registrable  Securities"  shall  have the  meaning  set forth in
clause (l) of the definition of "Registrable Securities" contained herein.

     "Series  E  Stockholders"  shall  mean  the  Stockholders  of the  Series E
Preferred Stock.

     "Stockholder" shall have the meaning assigned in the preamble hereto.

     "Transfer Restricted Security" shall mean a security that has not been sold
to or through a broker,  dealer or underwriter in a public distribution or other
public  securities  transaction  or  sold  in  a  transaction  exempt  from  the
registration  and prospectus  delivery  requirements of the Securities Act under
Rule  144  promulgated   thereunder  (or  any  successor  rule).  The  foregoing
notwithstanding,  a security shall remain a Transfer  Restricted  Security until
all stop transfer instructions or notations and restrictive legends with respect
to such security have been lifted or removed.

     "Underwriters'  Commissions"  shall mean  discounts of and  commissions  to
underwriters,   selling   brokers,   dealer   managers  or  similar   securities
professionals relating to the distribution of the Registrable Securities.

     "Underwritten   Registration"  or  "Underwritten  Offering"  shall  mean  a
registration  in which  securities of the Company are sold to an underwriter for
distribution to the public.


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<PAGE>

     "Unit Purchase  Agreement"  shall have the meaning assigned in the recitals
hereto.

     "Warrant Registrable Securities" shall have the meaning set forth in clause
(f) of the definition of "Registrable Securities" contained herein.

     "Warrants"  shall  mean (i) the  warrants,  initially  exercisable  for PSS
Common  Stock,  issued  pursuant to the PSS Unit Purchase  Agreement  which have
become  exercisable for Common Stock pursuant to the Merger Agreement;  (ii) the
warrants  issued  to  Geneva  Middle  Market  Investors,  L.P.  pursuant  to  an
agreement,  dated February 9, 2001, between the Company and Geneva Middle Market
Investors,  L.P.;  and (iii) the warrants  issued  pursuant to the Unit Purchase
Agreement to the parties named therein.

     2.   Demand Registrations.
          --------------------

          (a) TIMING OF DEMAND REGISTRATIONS. At any time after the date hereof,
upon the  earlier to occur of (1) June 14, 2002 or (2) the  effective  date of a
Registration  Statement  relating to a public  offering of the Company's  Common
Stock, the holders of at least 50% of the Preferred  Registrable  Securities (on
behalf of themselves  and all  permitted  assignees who are holders of Preferred
Registrable  Securities)  may  request  at any  time  that  the  Company  file a
Registration  Statement  under the Securities Act on an appropriate  form (which
form shall be available for the sale of the Registrable Securities in accordance
with the intended  method or methods of  distribution  thereof and shall include
all financial statements required by the SEC to be filed therewith) covering the
shares of Preferred Registrable Securities that are the subject of such request.

          (b) NUMBER OF DEMAND  REGISTRATIONS;  REQUIRED THRESHOLD.  The Company
shall be obligated to prepare,  file and use its best efforts to cause to become
effective  pursuant  to  this  Section  2 no  more  than  two  (2)  Registration
Statements in the aggregate for the holders of Preferred Registrable  Securities
(on  behalf  of each of them and all  permitted  assignees  who are  holders  of
Preferred  Registrable  Securities);  provided,  however,  that  a  Registration
Statement  shall  not be  counted  as one of the  two (2)  Demand  Registrations
hereunder  of such  holders of Preferred  Registrable  Securities  unless (1) it
becomes   effective  and  is  maintained   effective  in  accordance   with  the
requirements  specified in Section 5(a) or (2) it is filed on Form S-3 under the
Securities Act. The Company shall be obligated to prepare, file and use its best
efforts to cause to become  effective  pursuant to this  Section 2 up to two (2)
Registration Statements on Form S-3 per year, subject to Section 2(a).

          (c)  PARTICIPATION.  The Company shall promptly give written notice to
all holders of Preferred  Registrable  Securities and all Stockholders of Future
Registrable  Securities and Warrant  Registrable  Securities,  upon receipt of a

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<PAGE>

request for a Demand Registration  pursuant to Section 2(a), above. In addition,
the Company  shall include in such Demand  Registration  such shares of Series C
Registrable  Securities,  Series E Registrable  Securities,  Future  Registrable
Securities and Warrant Registrable  Securities for which it has received written
requests to register  such shares  within  twenty (20)  calendar days after such
written notice has been given. The holders of Preferred  Registrable  Securities
exercising  a  Demand  Registration  request  and  the  Stockholders  of  Future
Registrable  Securities and Warrant  Registrable  Securities  participating in a
Demand  Registration shall receive priority with respect to the number of shares
to be included  in a  Registration;  provided,  that such  participation  may be
limited  in  the  good  faith  judgment  of  the  managing   underwriter  in  an
underwritten public offering in accordance with Section 2(d) below.

          (d)  UNDERWRITER'S  CUTBACK.  If the public  offering  of  Registrable
Securities is to be underwritten and, in the good faith judgment of the managing
underwriter,  the  inclusion  of all the Series C  Registrable  Securities,  all
Series E Registrable  Securities,  all the Future Registrable Securities and all
the Warrant Registrable  Securities  requested to be registered  hereunder would
interfere  with the  successful  marketing of a smaller number of such shares of
Series  C  Registrable  Securities,  Series  E  Registrable  Securities,  Future
Registrable  Securities and Warrant Registrable  Securities,  then the number of
shares of Series C  Registrable  Securities,  Series E  Registrable  Securities,
Future Registrable Securities and Warrant Registrable Securities, to be included
shall be reduced to such smaller number,  with the reduction in participation in
such offering to be borne (i) first,  by the Series C  Stockholders  of Series C
Registrable  Securities until, if necessary,  no Series C Registrable Securities
are included in such  Registration and (ii) second, by the Series E Stockholders
of Series E Registrable  Securities and the  Stockholders of Future  Registrable
Securities and Warrant Registrable  Securities  requesting such registration pro
rata based upon the number of shares of Series E Registrable Securities,  Future
Registrable  Securities  and  Warrant  Registrable  Securities,  owned  by  such
Stockholders.

     The Company and,  subject to the  requirements of Section 11 hereof,  other
holders of  securities  of the  Company  may  include  such  securities  in such
Registration  if,  but only if, the  managing  underwriter  concludes  that such
inclusion will not interfere  with the successful  marketing of all the Series C
Registrable  Securities,  Series E Registrable  Securities,  Future  Registrable
Securities and Warrant Registrable  Securities  requested to be included in such
registration.

          (e) MANAGING UNDERWRITER.  The managing underwriter or underwriters of
any Underwritten  Offering covered by a Demand Registration shall be selected by
GE Capital Equity Investments,  Inc. ("GE") (if GE owns a majority of the shares
of Common Stock to be offered therein),  subject to the approval of the Board of
Directors, which approval shall not be unreasonably withheld.

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<PAGE>

     3.   Piggyback Registrations.
          -----------------------

          (a) SERIES C AND SERIES E PARTICIPATION. Each time the Company decides
to  file  a  Registration   Statement  under  the  Securities  Act  (other  than
registrations on Forms S-4 or S-8 or any successor form thereto,  and other than
a Demand Registration)  covering the offer and sale by it or any of its security
holders of any of its  securities  for money,  the  Company  shall give  written
notice  thereof  to all  holders of  Preferred  Registrable  Securities  and the
Stockholders   of  Future   Registrable   Securities  and  Warrant   Registrable
Securities.  The  Company  shall  include in such  Registration  such  shares of
Preferred  Registrable  Securities,  Future  Registrable  Securities and Warrant
Registrable  Securities for which it has received  written  requests to register
such shares within twenty (20) calendar days after such written  notice has been
given. If the Registration Statement is to cover an Underwritten Offering,  such
Preferred  Registrable  Securities,  Future  Registrable  Securities and Warrant
Registrable  Securities  shall be included in the underwriting on the same terms
and conditions as the securities otherwise being sold through the underwriters.

          (b) OTHER STOCKHOLDERS' PARTICIPATION.  If (but without any obligation
to do so) the  Company  proposes  to  register  (including  for this  purpose  a
registration  effected by the Company for stockholders of the Company other than
the  Stockholders) any of its stock or other securities under the Securities Act
in connection with the public offering of such securities solely for cash (other
than  (i)  a  registration   relating  solely  to  the  sale  of  securities  to
participants  in  a  Company  stock  option  or  stock  issuance  plan,  (ii)  a
registration  in which the only Common  Stock being  registered  is Common Stock
issuable upon conversion of debt securities  which are also being  registered or
(iii) the  Company's  first public  offering of its Common Stock  subsequent  to
March 2, 2001),  then the Company shall, at such time,  promptly give each Other
Stockholder  written notice of such  registration.  Upon the written  request of
each Other  Stockholder  given within twenty (20) calendar days after receipt of
such notice by the Company in  accordance  with  Section 15, the Company  shall,
subject to the  provisions  of Section 3(c),  cause to be  registered  under the
Securities  Act  all  of  the  Registrable   Securities  that  each  such  Other
Stockholder has requested to be registered.

          (c) UNDERWRITER'S  CUTBACK.  Subject to the requirements of Section 10
hereof,  if in the good  faith  judgment  of the  managing  underwriter  of such
offering,  the inclusion of all of the shares of Registrable  Securities and any
other shares of Common Stock requested to be registered would interfere with the
successful  marketing  of a smaller  number of such  shares,  then the number of
shares of Registrable Securities and other shares of Common Stock to be included
in the offering shall be reduced to such smaller number,  with the participation
in such offering to be in the following order of priority: (1) first, the shares
of Common  Stock which the Company  proposes  to sell for its own  account,  (2)
second,  the  shares  of  Series  E  Registrable  Securities  of  all  Series  E
Stockholders of Series E Registrable Securities, (3) third, the shares of Series
C Registrable  Securities of all Series C  Stockholders  of Series C Registrable


                                       11
<PAGE>

Securities  and  the  Future  Registrable  Securities  and  Warrant  Registrable
Securities of all Stockholders  requested to be included, (4) fourth, the shares
of Registrable  Securities of Other Stockholders  requested to be included,  and
(5) fifth,  any other  shares of Common  Stock  requested  to be  included.  Any
necessary  allocation  among the Holders of shares  within each of (2), (3), (4)
and (5) above shall be pro rata among such Holders  requesting such registration
based upon the number of shares of Common Stock and Registrable Securities owned
by such Holders.

          (d) COMPANY CONTROL. The Company may withdraw a Registration Statement
after filing and after giving  notice to the Holders of  Registrable  Securities
pursuant  to  Section  3(a),  above,  but  prior to the  effectiveness  thereof;
provided,  that the Company  shall  promptly  notify each Holder of  Registrable
Securities in writing of any such action; and provided further, that the Company
shall bear all expenses  incurred by each such Holder or otherwise in connection
with such withdrawn Registration Statement.

     4.   Hold-Back Agreements. The Company agrees:
          --------------------

               (a) not to effect any public or private sale or  distribution  of
     its Equity  Securities during the thirty (30) calendar day period prior to,
     and during the sixty (60) calendar day period after,  the effective date of
     each  Underwritten  Offering  made pursuant to a Demand  Registration  or a
     Piggyback  Registration,  if  so  requested  in  writing  by  the  managing
     underwriter  (except as part of such  Underwritten  Offering,  pursuant  to
     registrations on Forms S-4 or S-8 or any successor forms thereto or private
     issuances of Equity  Securities as consideration for any acquisition by the
     Company  or a  subsidiary  of assets or capital  stock of any  unaffiliated
     third party), and

               (b) not to issue any Equity  Securities  other than for sale in a
     registered  public  offering  unless  each of the  Persons  to  which  such
     securities  are  issued  has  entered a written  agreement  binding  on its
     transferees  not  to  effect  any  public  sale  or  distribution  of  such
     securities (except for employee stock options issued to Persons other than:
     directors,  officers,  key employees;  or stockholders  owning five percent
     (5%)  or more of the  Company's  Equity  Securities)  during  such  period,
     including  without  limitation  a sale  pursuant  to  Rule  144  under  the
     Securities Act (except as part of such Underwritten Registration, if and to
     the extent permitted hereunder).

     5.   Registration Procedures.
          -----------------------

     If and whenever the Company is required to register Registrable  Securities
in a Demand  Registration,  the  Company  will use all  commercially  reasonable
efforts  to effect  such  registration  to permit  the sale of such  Registrable
Securities in accordance  with the intended plan of distribution  thereof.  With
respect to both Demand  Registrations  and  Piggyback  Registrations  (except as
otherwise  specifically   provided),   the  Company  will  as  expeditiously  as
practicable:


                                       12
<PAGE>

          (a)  prepare  and  file  with  the  SEC  as  soon  as   practicable  a
Registration  Statement with respect to such Registrable  Securities and use all
commercially  reasonable efforts to cause such Registration  Statement to become
effective and remain  continuously  effective until the date that is the earlier
to occur of (1) the date six months  from the date such  Registration  Statement
was declared effective,  and (2) the date the last of the Registrable Securities
covered by such  Registration  Statement have been sold,  provided,  that before
filing a  Registration  Statement or Prospectus or any amendments or supplements
thereto, the Company shall furnish to Holders of Registrable  Securities covered
by such Registration Statement and the underwriters, if any, draft copies of all
such  documents  proposed to be filed,  which  documents  will be subject to the
review of such Holders and such underwriters, and the Company shall not file any
Registration  Statement or amendment thereto or any Prospectus or any supplement
thereto  to  which  any of  the  Holders  or the  underwriters,  if  any,  shall
reasonably object;

          (b) prepare and file with the SEC such  amendments and  post-effective
amendments  to  the  Registration   Statement,   and  such  supplements  to  the
Prospectus,  as may be requested by any underwriter of Registrable Securities or
as may be required by the rules,  regulations or instructions  applicable to the
registration  form used by the  Company  or by the  Securities  Act or rules and
regulations  thereunder to keep the Registration  Statement  effective until all
Registrable  Securities  covered  by such  Registration  Statement  are  sold in
accordance with the intended plan of distribution set forth in such Registration
Statement or supplement to the Prospectus;

          (c) promptly notify the selling Holders of Registrable  Securities and
the managing underwriter,  if any, and (if requested by any such Person) confirm
such advice in writing:

               (1) when  the  Prospectus  or any  supplement  or  post-effective
          amendment  has been  filed,  and,  with  respect  to the  Registration
          Statement or any  post-effective  amendment,  when the same has become
          effective,

               (2) of any request by the SEC for  amendments or  supplements  to
          the  Registration  Statement  or  the  Prospectus  or  for  additional
          information,

               (3) of the issuance by the SEC of any stop order  suspending  the
          effectiveness of the  Registration  Statement or the initiation of any
          proceedings for that purpose,

               (4) if at any  time the  representations  and  warranties  of the
          Company  contemplated by clause (1) of paragraph (o) below cease to be
          accurate in all material respects,


                                       13
<PAGE>

               (5) of  the  receipt  by the  Company  of any  notification  with
          respect to the  suspension  of the  qualification  of the  Registrable
          Securities  for  sale  in  any   jurisdiction  or  the  initiation  or
          threatening of any proceeding for such purpose, and

               (6)  of  the   existence  of  any  fact  which   results  in  the
          Registration  Statement,  the Prospectus or any document  incorporated
          therein by reference containing a Misstatement;

          (d) make all commercially  reasonable efforts to obtain the withdrawal
of any order suspending the  effectiveness of the Registration  Statement at the
earliest practicable time;

          (e) unless the Company  objects in writing on reasonable  grounds,  if
requested  by the  managing  underwriter  or the Holders of more than 50% of the
Registrable  Securities  then  outstanding,  each of such  Holders (on behalf of
itself and all permitted  assignees who are Holders of Registrable  Securities),
as  promptly as  practicable,  incorporate  in a  supplement  or  post-effective
amendment,  such  information  as the  managing  underwriter  and the Holders of
Registrable  Securities agree should be included therein relating to the sale of
the Registrable  Securities,  including,  without  limitation,  information with
respect  to the  number  of  shares  of  Registrable  Securities  being  sold to
underwriters,  the purchase price being paid therefore by such  underwriters and
with respect to any other terms of the Underwritten  Offering of the Registrable
Securities to be sold in such  offering;  and make all required  filings of such
supplement or post-effective  amendment as soon as notified of the matters to be
incorporated in such supplement or post-effective amendment;

          (f) only with respect to Demand  Registrations,  promptly prior to the
filing  of any  document  which  is to be  incorporated  by  reference  into the
Registration   Statement  or  the  Prospectus   (after  initial  filing  of  the
Registration  Statement)  provide  copies of such document to counsel to each of
the Holders of  Registrable  Securities  (on behalf of itself and all  permitted
assignees  who  are  Holders  of  Registrable  Securities)  and to the  managing
underwriter,  if any,  and  make the  Company's  representatives  available  for
discussion of such document and make such changes in such document  prior to the
filing  thereof  as  counsel  for  the  Holders  of  Registrable  Securities  or
underwriters may reasonably request;

          (g) furnish to each selling Holder of  Registrable  Securities and the
managing  underwriter,   without  charge,  at  least  one  signed  copy  of  the
Registration  Statement and any  post-effective  amendments  thereto,  including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference and all exhibits (including those incorporated by reference);

          (h)  deliver to each of the  Holders  of  Registrable  Securities  (on
behalf of each selling Holder of Registrable  Securities) and the  underwriters,

                                       14
<PAGE>

if any, without charge,  as many copies of each Prospectus (and each preliminary
prospectus)  as  such  Persons  may  reasonably   request  (the  Company  hereby
consenting to the use of each such  Prospectus  (or  preliminary  prospectus) by
each of the selling Holders of Registrable  Securities and the underwriters,  if
any, in  connection  with the  offering and sale of the  Registrable  Securities
covered by such Prospectus (or preliminary prospectus));

          (i) prior to any public  offering of Registrable  Securities,  use all
commercially  reasonable  efforts to register or qualify or coordinate  with the
selling Holders of Registrable Securities,  the underwriters,  if any, and their
respective  counsel in connection with the registration or qualification of such
Registrable  Securities for offer and sale under the securities or blue sky laws
of such  jurisdictions  as such Holders,  or such  underwriters may designate in
writing and do  anything  else  necessary  or  advisable  to enable from a legal
perspective the disposition in such jurisdictions of the Registrable  Securities
covered by the Registration Statement;

          (j) cooperate with the selling  Holders of Registrable  Securities and
the managing  underwriter,  if any, to  facilitate  the timely  preparation  and
delivery of certificates  not bearing any restrictive  legends  representing the
Registrable Securities to be sold and cause such Registrable Securities to be in
such denominations and registered in such names as the managing  underwriter may
request  at least  three  (3)  business  days  prior to any sale of  Registrable
Securities to the underwriters;

          (k) use all commercially  reasonable  efforts to cause the Registrable
Securities  covered  by the  Registration  Statement  to be  registered  with or
approved by such other governmental  agencies or authorities as may be necessary
to  enable  the  seller or  sellers  thereof  or the  underwriters,  if any,  to
consummate the disposition of such Registrable Securities;

          (l)  if  the  Registration  Statement  or the  Prospectus  contains  a
Misstatement,   prepare  a  supplement  or   post-effective   amendment  to  the
Registration  Statement or the related  Prospectus or any document  incorporated
therein by reference or file any other required  document so that, as thereafter
delivered to the purchasers of the Registrable  Securities,  the Prospectus will
not contain a Misstatement;

          (m) use all commercially  reasonable  efforts to cause all Registrable
Securities  covered by the  Registration  Statement to be listed on any national
securities  exchange on which the  Company's  securities  are  listed,  or to be
authorized  for  quotation  on Nasdaq,  if  requested  by any of the Holders (on
behalf of each Holder and all permitted assignees who are Holders of Registrable
Securities) or the managing  underwriter,  if any; provided,  however,  that the
payment  of any  required  listing  or other  fee  shall  always be deemed to be
"commercially reasonable" for purposes of this Section 5(m);


                                       15
<PAGE>

          (n) provide a CUSIP number for all  Registrable  Securities  not later
than the effective date of the Registration Statement;

          (o) enter into such agreements  (including an underwriting  agreement)
and do anything else  reasonably  necessary or advisable in order to expedite or
facilitate  the  disposition  of  such  Registrable  Securities,   and  in  such
connection, whether or not the registration is an Underwritten Registration:

               (1) make such  representations  and  warranties to the Holders of
          such  Registrable  Securities and the  underwriters,  if any, in form,
          substance and scope as are customarily  made by issuers to holders and
          underwriters, respectively, in similar underwritten offerings;

               (2) obtain opinions of counsel to the Company and updates thereof
          (which counsel and opinions (in form,  scope and  substance)  shall be
          reasonably satisfactory to the managing underwriter,  if any, and each
          of such Holders (on behalf of itself and all  permitted  assignees who
          are Holders of  Registrable  Securities))  addressed  to each  selling
          Holder of Registrable Securities and the underwriter, if any, covering
          the matters  customarily  covered in opinions delivered to holders and
          underwriters, respectively, in similar underwritten offerings and such
          other  matters as may be  reasonably  requested  any of the Holders or
          such underwriters;

               (3) obtain "cold  comfort"  letters and updates  thereof from the
          Company's  independent  certified public accountants  addressed to the
          selling  Holders of Registrable  Securities and the  underwriters,  if
          any, such letters to be in customary form and covering  matters of the
          type  customarily  covered in "cold  comfort"  letters to holders  and
          underwriters,  respectively,  in connection with similar  underwritten
          offerings;

               (4) if an underwriting  agreement is entered into, cause the same
          to include customary  indemnification and contribution  provisions and
          procedures with respect to such underwriters; and

               (5) deliver such documents and  certificates as may be reasonably
          requested by each of the Holders of Registrable  Securities (on behalf
          of itself and all permitted  assignees who are Holders of  Registrable
          Securities)  and  the  managing  underwriter,   if  any,  to  evidence
          compliance  with  clause (1) above and with any  customary  conditions
          contained in the  underwriting  agreement or other  agreement  entered
          into by the Company.


                                       16
<PAGE>

The above  shall be done at each  closing  under  such  underwriting  or similar
agreement or as and to the extent otherwise  reasonably requested by each of the
Holders  of  Registrable  Securities  (on  behalf  of itself  and all  permitted
assignees who are Holders of Registrable Securities);

          (p) make  available for inspection by  representatives  of each of the
Holders  of  Registrable  Securities  (on  behalf  of itself  and all  permitted
assignees  who  are  Holders  of  Registrable   Securities),   any   underwriter
participating in any disposition  pursuant to such Registration  Statement,  and
any attorney or accountant retained by the sellers or any such underwriter,  all
financial and other records and pertinent  corporate documents and properties of
the Company, and cause the Company's officers, directors and employees to supply
all  information  reasonably  requested  by any such  seller or  underwriter  in
connection with the  Registration;  provided,  that any records,  information or
documents that are designated by the Company in writing as confidential shall be
kept confidential by such Persons unless disclosure of such records, information
or documents is required by court or administrative order; and

          (q) otherwise use all commercially  reasonable  efforts to comply with
all applicable  rules and regulations of the SEC relating to such  Registration,
and  make  generally  available  to its  security  holders  earnings  statements
satisfying the provisions of Section 11(a) of the Securities  Act, no later than
forty-five  (45) calendar days after the end of any twelve (12) month period (or
ninety (90) calendar  days,  if such period is a fiscal year)  commencing at the
end  of  any  fiscal  quarter  in  which  Registrable  Securities  are  sold  to
underwriters  in an  Underwritten  Offering,  or, if not sold to underwriters in
such an offering,  beginning with the first month of the Company's  first fiscal
quarter commencing after the effective date of the Registration Statement, which
statements shall cover said 12-month period.

     6.   Registration Expenses.
          ---------------------

          (a) DEMAND  REGISTRATIONS.  The  Company  shall bear all  Registration
Expenses  incurred  in  connection  with  any  Demand  Registration  and  of any
Registration which does not become or is not maintained  effective in accordance
with the  requirements  specified  in Section  5(a) other than any  Registration
terminated  prior to  effectiveness  at the request of, or primarily as a result
of, the actions of Holders  whose  Registrable  Securities  are included in such
registration.  Notwithstanding  the  foregoing,  the  Underwriters'  Commissions
incurred in connection with a Demand  Registration  that becomes effective shall
be  shared  by the  Holders  of the  Registrable  Securities  whose  Registrable
Securities are included in such  Registration  pro rata, in accordance  with the
aggregate amount of Registrable Securities sold by such Holders.

          (b) PIGGYBACK  REGISTRATIONS.  The Company shall bear all Registration
Expenses   incurred   in   connection   with   any   Piggyback    Registrations.
Notwithstanding  the  foregoing,  the  Underwriters'   Commissions  incurred  in

                                       17
<PAGE>

connection with a Piggyback  Registration that becomes effective shall be shared
by the Company and the Holders of the Registrable  Securities whose  Registrable
Securities are included in such  Registration  pro rata, in accordance  with the
aggregate amount of Registrable Securities sold by the Company and such Holders.

          (c) COMPANY  EXPENSES.  The Company also will,  in any event,  pay its
internal expenses (including,  without limitation,  all salaries and expenses of
its officers and employees  performing legal or accounting duties),  the expense
of any annual  audit,  the fees and  expenses  incurred in  connection  with any
listing of the  securities to be registered  on a securities  exchange,  and the
fees and  expenses of any Person,  including  special  experts,  retained by the
Company.

     7.   Indemnification.
          ---------------

          (a)  INDEMNIFICATION  BY COMPANY.  The Company agrees to indemnify and
hold harmless each Indemnified Holder from and against all Claims arising out of
or based upon any Misstatement or alleged  Misstatement,  except insofar as such
Misstatement or alleged  Misstatement  was based upon  information  furnished in
writing  to the  Company by such  Indemnified  Holder  expressly  for use in the
document  containing such Misstatement or alleged  Misstatement.  This indemnity
shall not be  exclusive  and shall be in  addition  to any  liability  which the
Company may otherwise have.

     The  foregoing  notwithstanding,  the  Company  shall  not be liable to the
extent  that any such Claim  arises out of or is based  upon a  Misstatement  or
alleged Misstatement made in any preliminary  prospectus if (1) such Indemnified
Holder failed to send or deliver a copy of the  Prospectus  with or prior to the
delivery of written  confirmation of the sale of Registrable  Securities  giving
rise to such Claim and (2) the  Prospectus  would  have  corrected  such  untrue
statement or omission.

     In  addition,  the Company  shall not be liable to the extent that any such
Claim arises out of or is based upon a Misstatement or alleged Misstatement in a
Prospectus,  (x) if such Misstatement or alleged Misstatement is corrected in an
amendment  or  supplement  to such  Prospectus  and (y) having  previously  been
furnished  by or on behalf of the Company  with copies of the  Prospectus  as so
amended or  supplemented,  such Indemnified  Holder  thereafter fails to deliver
such Prospectus as so amended or supplemented  prior to or concurrently with the
sale to the person who  purchased a Registrable  Security from such  Indemnified
Holder and who is asserting such Claim.

     The Company shall also provide customary  indemnifications to underwriters,
selling brokers,  dealer managers and similar securities industry  professionals
participating  in a  distribution  covered by a  Registration  Statement,  their
officers and  directors  and each Person who controls  such Persons  (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act).

                                       18
<PAGE>

          (b) INDEMNIFICATION PROCEDURES. If any action or proceeding (including
any governmental  investigation or inquiry) shall be brought or asserted against
an  Indemnified  Holder in respect  of which  indemnity  may be sought  from the
Company,  such Indemnified  Holder shall promptly notify the Company in writing,
and the Company may assume the defense  thereof,  including  the  employment  of
counsel  reasonably  satisfactory to such Indemnified  Holder and the payment of
all expenses.

     Such Indemnified  Holder shall have the right to employ separate counsel in
any such  action and to  participate  in the defense  thereof,  but the fees and
expenses of such separate  counsel  shall be at the expense of such  Indemnified
Holder unless (1) the Company has agreed to pay such fees and expenses,  (2) the
Company  shall have failed to assume the defense of such action or proceeding or
has failed to employ counsel reasonably  satisfactory to such Indemnified Holder
in any such action or proceeding, or (3) the named parties to any such action or
proceeding  (including  any  impleaded  parties)  include both such  Indemnified
Holder and the Company,  and such Indemnified  Holder shall have been advised in
writing by counsel  that there may be one or more legal  defenses  available  to
such Indemnified Holder that are different from or additional to those available
to the Company.

     If such  Indemnified  Holder notifies the Company in writing that it elects
to employ  separate  counsel at the expense of the Company as  permitted  by the
provisions of the preceding  paragraph,  the Company shall not have the right to
assume the defense of such action or  proceeding  on behalf of such  Indemnified
Holder. The foregoing  notwithstanding,  the Company shall not be liable for the
reasonable  fees and expenses of more than one separate firm of attorneys at any
time for such Indemnified  Holder and any other Indemnified  Holders (which firm
shall be designated in writing by such  Indemnified  Holders) in connection with
any one such action or  proceeding  or  separate  but  substantially  similar or
related actions or proceedings in the same jurisdiction  arising out of the same
general allegations or circumstances.

     The Company  shall not be liable for any  settlement  of any such action or
proceeding effected without its written consent, but if settled with its written
consent, or if there be a final judgment for the plaintiff in any such action or
proceeding,  subject to Section 7(a),  the Company  agrees to indemnify and hold
harmless  such  Indemnified  Holders  from and against any loss or  liability by
reason of such settlement or judgment.

          (c) INDEMNIFICATION BY HOLDER OF REGISTRABLE  SECURITIES.  Each Holder
of Registrable Securities agrees to indemnify and hold harmless the Company, its
directors and officers and each Person,  if any, who controls the Company within
the  meaning  of either  Section 15 of the  Securities  Act or Section 20 of the
Exchange Act to the same extent as the foregoing  indemnity  from the Company to
such  Holder,  but only with  respect to  information  relating  to such  Holder
furnished  in  writing  by such  Holder  expressly  for use in any  Registration
Statement, Prospectus or preliminary prospectus. In no event, however, shall the

                                       19
<PAGE>

liability  hereunder of any selling Holder of Registrable  Securities be greater
than the dollar amount of the proceeds  received by such Holder upon the sale of
the Registrable Securities giving rise to such indemnification obligation.

     In case any action or  proceeding  shall be brought  against the Company or
its directors or officers or any such  controlling  person,  in respect of which
indemnity may be sought against a Holder of Registrable Securities,  such Holder
shall  have the  rights  and duties  given the  Company  and the  Company or its
directors  or  officers  or such  controlling  person  shall have the rights and
duties given to each such Holder by Section 7(a) and Section  7(b),  above.  The
Company  shall be entitled to receive  indemnities  from  underwriters,  selling
brokers,   dealer  managers  and  similar  securities   industry   professionals
participating  in the  distribution,  to the same extent as provided  above with
respect to information so furnished in writing by such Persons  specifically for
inclusion in any Prospectus or Registration Statement.

          (d) CONTRIBUTION.  If the indemnification provided for in this Section
7 is  unavailable  to an  indemnified  party under Section 7(a) or Section 7(c),
above (other than by reason of exceptions provided in those Sections) in respect
of any Claims referred to in such Sections,  then each  applicable  indemnifying
party, in lieu of indemnifying such indemnified  party,  shall contribute to the
amount paid or payable by such  indemnified  party as a result of such Claims in
such  proportion as is  appropriate to reflect the relative fault of the Company
on the one hand and of the  Holder  of  Registrable  Securities  on the other in
connection  with the  statements or omissions  which  resulted in such Claims as
well as any other relevant equitable considerations.  The amount paid or payable
by a party as a result  of the  Claims  referred  to above  shall be  deemed  to
include,  subject to the  limitations  set forth in Section  7(b),  any legal or
other fees or  expenses  reasonably  incurred by such party in  connection  with
investigating or defending any action or claim.

     The  relative  fault of the  Company  on the one hand and of the  Holder of
Registrable  Securities  on the other shall be determined by reference to, among
other  things,  whether  the  Misstatement  or alleged  Misstatement  relates to
information  supplied by the Company or by the Holder of Registrable  Securities
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity to correct or prevent such Misstatement or alleged Misstatement.

     The Company and each Holder of Registrable  Securities  agree that it would
not be just and  equitable  if  contribution  pursuant to this Section 7(d) were
determined by pro rata  allocation  or by any other method of  allocation  which
does not take account of the equitable considerations referred to above.

     Notwithstanding  the provisions of this Section 7(d), an Indemnified Holder
shall not be required to contribute  any amount in excess of the amount by which
(1) the total price at which the securities  that were sold by such  Indemnified

                                       20
<PAGE>

Holder and  distributed to the public were offered to the public exceeds (2) the
amount of any damages which such Indemnified  Holder has otherwise been required
to  pay  by  reason  of  such  Misstatement.  No  person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.

     8.   Requirements for Participation in Underwritten Offerings.
          --------------------------------------------------------

     No Person  may  participate  in any  Underwritten  Offering  pursuant  to a
Registration  hereunder  unless  such  Person (a)  agrees to sell such  Person's
securities on the basis provided in any  underwriting  arrangements  approved by
the Persons  entitled  hereunder to approve such  arrangements and (b) completes
and executes all questionnaires,  powers of attorney, indemnities,  underwriting
agreements and other  documents  required  under the terms of such  underwriting
arrangements.

     9.   Suspension of Sales.
          -------------------

     Upon  receipt of written  notice from the Company  that (a) a  Registration
Statement  or  Prospectus  contains  a  Misstatement  or (b)  in the  reasonable
determination of the Company, there exist circumstances not yet disclosed to the
public which would be required to be disclosed  in such  Registration  Statement
and the  disclosure  of which would be materially  harmful to the Company,  each
Holder of Registrable  Securities  shall  forthwith  discontinue  disposition of
Registrable Securities until such Holder has received copies of the supplemented
or amended  Prospectus  required by Section 5(l) hereof, or until such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and, if so directed by the Company, such Holder shall 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  covering such  Registrable  Securities
current  at the time of  receipt  of such  notice.  The  Company  shall  use all
commercially  reasonable  efforts to minimize the length of such  suspension  of
sales,  provided,  that the Company may  require the  suspension  of sales for a
period of ninety  (90)  calendar  days in the event that the  disclosure  of any
circumstances,  in the reasonable determination of the Company, would be harmful
in any  material  respect  to the  Company.  In no  event,  however,  shall  the
aggregate period of time that the Company postpones the filing or declaration of
effectiveness  of any  Registration  Statement  pursuant to Section 5, above, or
suspends  sales of Registrable  Securities  pursuant to this Section 9 under any
Registration Statement,  taken together with all such other periods with respect
to such Registrations  Statement exceed, in the aggregate,  ninety (90) calendar
days.


                                       21
<PAGE>

     10.  Future Registration Rights Agreements.
          -------------------------------------

     Except for an  underwriting  agreement  between the Company and one or more
professional underwriters of securities, the Company shall not agree to register
any Equity  Securities  under the Securities  Act, other than Junior  Securities
registered  on Forms S-8 or S-4,  unless such  agreement  specifically  provides
that:

          (a) the Holder of such Equity  Securities  may not  participate in any
Demand Registration without the consent of each of the Series C Stockholders and
Series E Stockholders unless:

               (1) the offering of the  Registrable  Securities  is to be a Firm
          Commitment   Underwritten   Offering  and  the  managing   underwriter
          concludes that the public  offering or sale of such Equity  Securities
          would not  interfere  with the  successful  marketing  of all Series C
          Registrable  Securities and Series E Registrable  Securities requested
          to be sold, and

               (2) the Series C Stockholders of Series C Registrable  Securities
          and the Series E Stockholders of Series E Registrable Securities shall
          have the right to participate,  to the extent they may request, in any
          Registration  Statement  initiated under a Demand  Registration  right
          exercised by any of the Series C Stockholders  of Series C Registrable
          Securities  (if the  Series C  Stockholders  of  Series C  Registrable
          Securities  in the  aggregate  hold  more  than  50% of the  Series  C
          Registrable  Securities then outstanding) or the Series E Stockholders
          of Series E Registrable  Securities (if the Series E  Stockholders  of
          Series E Registrable Securities in the aggregate hold more than 50% of
          the Series E Registrable Securities then outstanding),  except that if
          the managing  underwriter of a public offering made pursuant to such a
          Demand  Registration limits the number of shares of Common Stock to be
          sold, the  participation  of the Series C Stockholders of the Series C
          Registrable  Securities,  the  Series E  Stockholders  of the Series E
          Registrable  Securities  and the Holders of all other shares of Common
          Stock (other than the Equity  Securities held by such Holder of Equity
          Securities) shall be determined as set forth in Section 2 hereof,

          (b) the Holder of such Equity  Securities  may not  participate in any
Piggyback   Registration  if  the  sale  of  Registrable  Securities  is  to  be
underwritten  unless,  if the  managing  underwriter  limits the total number of
shares  to be  sold,  the  Holders  of such  Equity  Securities,  the  Series  C
Stockholders of Series C Registrable Securities and the Series E Stockholders of
Series E Registrable Securities are entitled to participate in such underwritten
distribution based on the order of priority set forth in Section 3 hereof, and


                                       22
<PAGE>

          (c) all Equity  Securities  excluded from any Registration as a result
of the foregoing  limitations  may not be publicly  offered or sold for a period
(not to exceed at least thirty (30) calendar  days prior to the  effective  date
and  sixty  (60)  calendar  days  thereafter)  that  the  managing   underwriter
reasonably  determines is necessary in order to effect the Underwritten Offering
of Registrable Securities registered pursuant to this Agreement.

     11.  Assignment and Transfer of Registration Rights.
          ----------------------------------------------

          (a) RESTRICTIONS ON TRANSFER;  TRANSFEREE OBLIGATIONS.  No Stockholder
may transfer, assign, sell or otherwise dispose of Registrable Securities unless
such transfer is (i) made pursuant to an effective registrations statement under
the Securities Act or (ii) is exempt from registration  under the Securities Act
and exempt from qualification  under any applicable state and foreign securities
laws.

     Each person (other than the Company) to whom the Registrable Securities are
transferred  must,  as a condition  precedent to the validity of such  transfer,
acknowledge  in  writing  to the  Company  that  such  person  is  bound  by the
provisions of this Agreement and that the transferred Registrable Securities are
subject to the Hold-Back  provisions of Section 4, each as specified therein, to
the same extent such  Registrable  Securities would be so subject if retained by
the Stockholder transferring such Registrable Securities.

          (b) ASSIGNMENT OF REGISTRATION RIGHTS.  Subject to any restrictions on
transfer under  applicable law and pursuant to other  agreements,  the rights to
cause the Company to register Registrable Securities pursuant to this Section 11
may be assigned (but only with all related  obligations) by an Other Stockholder
to a transferee or assignee of such  securities  who,  after such  assignment or
transfer,  holds at  least  Two  Hundred  Fifty  Thousand  (250,000)  shares  of
Registrable  Securities  (as  appropriately  adjusted  for stock  splits,  stock
dividends,  combinations  and  other  recapitalizations  subsequent  to the date
hereof); provided, that: (i) the Company is, within a reasonable time after such
transfer,  furnished  with  written  notice  of the  name  and  address  of such
transferee  or  assignee  and  the   securities   with  respect  to  which  such
registration rights are being assigned;  (ii) such transferee or assignee agrees
in  writing  to be bound by and  subject  to the  terms and  conditions  of this
Agreement, including, without limitation, the provisions of Section 4; and (iii)
such assignment  shall be effective only if immediately  following such transfer
the further  disposition  of such  securities  by the  transferee or assignee is
restricted  under the Securities  Act. For purposes of determining the number of
shares of Registrable  Securities held by a transferee or assignee, the holdings
of  transferees  and  assignees  of a  partnership  who are  partners or retired
partners  of  such  partnership   (including   spouses  and  ancestors,   lineal
descendants  and  siblings of such  partners or spouses who acquire  Registrable
Securities by gift, will or intestate  succession) shall be aggregated  together


                                       23
<PAGE>

and with the partnership; provided, that all assignees and transferees who would
not qualify  individually  for  assignment of  registration  rights shall have a
single  attorney-in-fact  for the purpose of  exercising  any rights,  receiving
notices or taking any action under this Section 11.

     12.  Termination of Registration Rights.
          ----------------------------------

     No Other  Stockholder  shall be entitled to exercise any right provided for
in this Agreement after two (2) years following the  consummation of the sale of
securities  pursuant to a registration  statement filed by the Company under the
Securities Act in connection with the first firm commitment  underwritten public
offering of its Common Stock to the general public  subsequent to March 2, 2001.
In addition,  the right of any Holder to request  inclusion in any  registration
pursuant   to  Section  3  shall   terminate   on  the   closing  of  the  first
Company-initiated  registered  public  offering  of Common  Stock of the Company
subsequent  to March 2, 2001 if all  shares of  Registrable  Securities  held or
entitled  to be held  upon  conversion  of any  securities  by such  Holder  may
immediately be sold under Rule 144 during any ninety (90) day period, or on such
date after the closing of the first Company-initiated registered public offering
of Common  Stock of the  Company  subsequent  to March 2, 2001 as all  shares of
Registrable  Securities  held or  entitled  to be held upon  conversion  by such
Holder may immediately be sold under Rule 144 during any ninety (90) day period.

     13.  Specific Enforcement.
          --------------------

     Each Stockholder and the Company expressly agree that the Stockholders will
be irreparably  damaged if this Agreement is not specifically  enforced.  Upon a
breach or threatened  breach of the terms,  covenants and/or  conditions of this
Agreement by a Stockholder  or the Company,  the other  Stockholders  shall,  in
addition  to all  other  remedies,  be  entitled  to a  temporary  or  permanent
injunction,  without  showing any actual  damage,  and/or a decree for  specific
performance, in accordance with the provisions hereof.

     14.  Legend.
          ------

     Each  certificate  evidencing  shares  of the  Company's  Common  Stock and
Preferred  Stock  that  are  subject  to  this  Agreement  shall  bear a  legend
substantially as follows:

     "The  securities  represented  hereby  have not been  registered  under the
Securities Act of 1933, as amended,  or any state securities law, and may not be
offered,  sold, transferred or otherwise disposed of unless registered under the
Securities Act of 1933, as amended, and any applicable state securities laws, or
an exemption from such  registration  is available.  The securities  represented
hereby are subject to the terms and conditions of a certain Amended and Restated
Registration  Rights  Agreement,  dated as of June 28, 2001, a copy of which the
Company will furnish to the holder of this  certificate upon request and without
charge."


                                       24
<PAGE>

     15.  Notices.
          -------

     All notices,  requests,  consents and other communications  provided for or
permitted  hereunder  shall  be  made in  writing  and  shall  be  delivered  by
hand-delivery,   registered  or  certified   first-class  mail,  return  receipt
requested, or sent by telecopier or telex, addressed as follows:

          (a) if to GE, at its address set forth on the signature  pages hereto,
with a copy to Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los Angeles,
California 90071-3197, Facsimile: (213) 229-7250, Attention: Linda L. Curtis;

          (b) if to a Stockholder  of  Registrable  Securities who is not GE, at
the most current  address given by the  Stockholder to the Company in accordance
with the  provisions  hereof,  which  address  initially  is the  address of the
Stockholder set forth on the signature pates hereto; and

          (c) if to the  Company,  initially  at its  address  set  forth on the
signature pages hereto and thereafter at such other address,  notice of which is
given in accordance with the provisions  hereof,  with a copy to Skadden,  Arps,
Slate,  Meagher & Flom LLP,  300 South Grand  Avenue,  Suite 3400,  Los Angeles,
California 90071, Facsimile:  (213) 687-5600, Attn: Gregg Noel. All such notices
and  communications  shall  be  deemed  to have  been  duly  given:  at the time
delivered by hand, if personally  delivered;  five (5) business days after being
deposited in the mail,  postage  prepaid,  if mailed;  when  answered  back,  if
telexed; when receipt acknowledged, if telecopied; and on the next business day,
if timely  delivered  to an air courier  guaranteeing  overnight  delivery.  The
Company  shall  promptly  provide a list of the most  current  addresses  of the
Stockholders  given to it in accordance  with the provisions  hereof to any such
Stockholder  for the purpose of enabling such  Stockholder to  communicate  with
other such Stockholders in connection with this Agreement.

     16.  Entire Agreement and Amendments.
          -------------------------------

          (a) This  Agreement,  together  with the Amended and Restated  Co-Sale
Agreement,  dated as of even date herewith,  constitutes the entire agreement of
the parties with respect to the subject  matter hereof and  supersedes all prior
agreements  with respect to the subject  matter  hereof in their  entirety.  The
parties hereto  acknowledge and agree that each such prior agreement shall be of
no force and effect with respect to the parties  hereto  following the execution
of this Agreement.

          (b) Neither this  Agreement  nor any  provision  hereof may be waived,
modified,  amended or  terminated  except by a written  agreement  signed by the
Company and  Stockholders  owning at least  eighty  percent  (80%) of the shares
owned by the  Stockholders;  provided,  however,  that (i) any amendment  hereto

                                       25
<PAGE>

shall require the consent of the holders of 50% of the then  outstanding  shares
of Preferred Registrable Securities; and provided further, that any amendment or
modification of this Agreement that would adversely  affect any of the expressed
rights  contained  herein  of any party  hereto  may be  effected  only with the
consent of such party.

     17.  Governing Law; Successors and Assigns.
          -------------------------------------

     This  Agreement  shall be governed by the laws of the State of New York and
shall bind and inure to the benefit of and be binding upon the respective heirs,
personal representatives,  executors, administrators,  successors and assigns of
the parties  (including  transferees of any shares of  Registrable  Securities).
Without  limiting the generality of the foregoing,  all covenants and agreements
of the Stockholders  shall bind any and all subsequent  holders of their shares,
and the Company agrees that it shall not transfer on its records any such shares
unless (i) the transferor  Stockholder shall have first delivered to the Company
and the other  Stockholders the written  agreement of the transferee to be bound
by this Agreement to the same extent as if such transferee had originally been a
Stockholder  hereunder and (ii) the certificate or  certificates  evidencing the
shares so transferred bear the legend specified in Section 14.

     18.  Expenses.
          --------

     If any action at law or in equity is necessary to enforce or interpret  the
terms of this  Agreement,  the prevailing  party shall be entitled to reasonable
attorneys'  fees,  costs and  necessary  disbursements  in addition to any other
relief to which such party may be entitled.

     19.  Severability.
          ------------

     If any provision of this Agreement,  or the application  thereof,  will for
any reason and to any extent be invalid or unenforceable,  the remainder of this
Agreement and  application of such  provision to other persons or  circumstances
will be interpreted so as reasonably to effect the intent of the parties hereto.
The parties  further  agree to replace such void or  unenforceable  provision of
this Agreement with a valid and enforceable  provision that will achieve, to the
extent  possible,  the  economic,  business  and other  purposes  of the void or
unenforceable provision.

     20.  Aggregation of Stock.
          --------------------

     All  shares  of  Registrable  Securities  held or  acquired  by  affiliated
entities or any  Stockholder  shall be  aggregated  together  for the purpose of
determining the availability of any rights under this Agreement.


                                       26
<PAGE>

     21.  Further Assurances.
          ------------------

     Each party agrees to cooperate  fully with the other parties and to execute
such further  instruments,  documents  and  agreements  and to give such further
written assurances as may be reasonably requested by any other party to evidence
and reflect the transactions  described  herein and  contemplated  hereby and to
carry into effect the intents and purposes of this Agreement.

     22.  Captions.
          --------

     Captions  are for  convenience  only and are not  deemed to be part of this
Agreement.

     23.  Counterparts.
          ------------

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

     24.  Other Agreements.
          ----------------

     The Company shall not, on or after the date of this  Agreement,  enter into
any  agreement  with respect to its  securities  that is  inconsistent  with the
rights  granted to the Holders of  Registrable  Securities in this  Agreement or
otherwise conflicts with the provisions hereof.

     Other than as disclosed on Schedule A attached hereto,  the Company has not
previously  entered into any agreement with respect to its  securities  granting
any "piggy back"  registration  rights to any Person. The Company represents and
warrants to each of the Holders of Registrable  Securities  that,  except as set
forth in this Agreement or on Schedule B attached hereto, as of the date hereof,
there are no  outstanding  "demand"  registration  rights  with  respect  to the
Company's  securities.  Should the rights  granted to the Holders of Registrable
Securities  hereunder in any way conflict with the rights granted to the holders
of the Company's  securities  under any agreement listed on either Schedule A or
Schedule B, the provisions of such scheduled agreement shall be controlling.

     25.  Forms.
          -----

     All  references  in this  Agreement  to  particular  forms of  Registration
Statements  are  intended to include all  successor  forms which are intended to
replace, or to apply to similar transactions as, the forms herein referenced.

                                    * * * * *
                         (Signatures on following page)


<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have  executed  this  Amended and
Restated  Registration  Rights  Agreement  as of the day and  year  first  above
written.

                                     COMPANY:

                                     PrimeSource Healthcare, Inc.



                                     By:  /s/  James L. Hersma
                                          --------------------------------------
                                     Name:    James L. Hersma
                                     Title:


                                     STOCKHOLDERS:

                                     GE Capital Equity Investments, Inc.


                                     By:  /s/  David Gibbs
                                          --------------------------------------
                                     Name:    David Gibbs
                                     Title:   Vice President

                                     120 Long Ridge Road
                                     Stamford, Connecticut 06927


                                     Coleman Swenson Hoffman Booth IV L.P.

                                     By:      Its General Partner
                                              CSHB Ventures IV L.P.


                                              By:  /s/  Larry H. Coleman
                                          --------------------------------------
                                              Name:  Larry H. Coleman
                                              Title:  General Partner

                                              237 Second Avenue South
                                              Franklin, Tennessee  37064-2649



                                       28
<PAGE>





                                          /s/  John F. Rooney
                                          --------------------------------------
                                                                  John F. Rooney

                                          3700 East Columbia Street
                                          Butterfield Business Park
                                          Tucson, Arizona 85714



                                     BAM Enterprises, LLC

                                          By:  /s/  John F. Rooney
                                          --------------------------------------
                                          Name:  John F. Rooney
                                          Title: President

                                          3700 East Columbia Street
                                          Butterfield Business Park
                                          Tucson, Arizona 85714



                                          /s/  Michael K. Bayley
                                          --------------------------------------
                                                               Michael K. Bayley

                                          3700 East Columbia Street
                                          Butterfield Business Park
                                          Tucson, Arizona 85714



                                       29
<PAGE>





                                          /s/  William H. Lomicka
                                          --------------------------------------
                                                              William H. Lomicka

                                          400 West Market, Suite 2510
                                          Louisville, Kentucky 40202


                                     Webbmont Holdings, L.P.



                                          By:  /s/  Robert Fisher
                                          --------------------------------------
                                          Name: Robert Fisher
                                          Title:President of General Partner

                                          1355 Peachtree Street, Suite 1100
                                          Atlanta, Georgia  30309


                                     Investors Equity, Inc.



                                          By:  /s/  Robert W. Fisher
                                          --------------------------------------
                                          Name:  Robert W. Fisher
                                          Title: President

                                          1355 Peachtree Street, Suite 1100
                                          Atlanta, Georgia  30309



                                          /s/  Virginia A. Fisher
                                          --------------------------------------
                                                              Virginia A. Fisher

                                          1355 Peachtree Street, Suite 1100
                                          Atlanta, Georgia  30309


                                       30
<PAGE>




                                          /s/  Robert Neale Fisher
                                          --------------------------------------
                                                             Robert Neale Fisher

                                          1355 Peachtree Street, Suite 1100
                                          Atlanta, Georgia  30309




                                          /s/  Robert J. Franz
                                          --------------------------------------
                                                                 Robert J. Franz

                                          3841 South Vista Place
                                          Chandler, Arizona  85248



                                          /s/  Mary E. Franz
                                          --------------------------------------
                                                                   Mary E. Franz

                                          3841 South Vista Place
                                          Chandler, Arizona  85248


                                          Geneva Middle Market Investors, L.P.


                                          By: /s/ James J. Goodman
                                          --------------------------------------
                                          Name:  James J. Goodman
                                          Title: President

                                          20 William Street, Suite 250
                                          Wellesley, Massachusetts  02481




                                       31
<PAGE>

                               Citizens Bank of Massachusetts as successor  in
                               interest to State Street Bank and Trust Company1


                                          By:  /s/  Leigh Lones
                                          --------------------------------------
                                          Name:  Leigh Lones
                                          Title:    Vice President

                                          225 Franklin Street
                                          Boston, Massachusetts  02101


                                          Ark CLO 2000-1, Limited


                                          By:  /s/ Lynn Tilton
                                          --------------------------------------
                                          Name:  Lynn Tilton
                                          Title: Collateral Manager

                                          c/o Patriarch Partners, LLC,
                                          40 Wall Street, 40th Floor,
                                          New York, New York 10005



                            -------------------------------
                            1  State  Street  Bank  and  Trust  Company  is a
                            party to this Agreement solely with respect to
                            Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14,
                            15, 16, 17, 18, 19, 20, 22, 23, 24 and 25 only
                            hereof.


                                       32
<PAGE>


                                   Schedule A

         Registration Rights Agreement, dated June 3, 1996, between Luxtec
Corporation, a Massachusetts corporation, and the Persons identified therein.


<PAGE>



                                   Schedule B

         Registration Rights Agreement, dated June 3, 1996, between Luxtec
Corporation, a Massachusetts corporation, and the Persons identified therein.