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                                                                     EXHIBIT 4.2

                               TMSF HOLDINGS, INC.
                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "Rights Agreement") is entered
into as of November 29, 2002, by and among TMSF Holdings, Inc., a Delaware
corporation (the "Company") and ____________ (the "Purchaser").

                                    RECITALS:

                  A.       Concurrently herewith, the Purchaser is entering into
a subscription agreement dated of even date herewith (the "Subscription
Agreement") pursuant to which the Purchaser is purchasing from the Company
____________ shares of the 5,000,000 shares (the "Shares") of the Company's
common stock ("Common Stock") that are being offered as provided in an offering
memorandum dated as of November 29, 2002.

                  B.       The obligations of the Purchaser to purchase the
____________ shares of Common Stock are conditioned upon, among other things,
the execution and delivery of this Rights Agreement by the Purchaser and the
Company.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration for and of the foregoing and of the
mutual promises, covenants and conditions set forth herein and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

1.       Registration Rights.

         1.1      Definitions. As used in this Rights Agreement, the following
terms shall have the following respective meanings:

                  (a)      The terms "register," "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act of 1933, as amended, and the
declaration or ordering of the effectiveness of such registration statement.

                  (b)      The term "Exchange Act" means the Securities Exchange
Act of 1934, as amended.

                  (c)      The term "Registrable Securities" means the Shares
and any and all shares of Common Stock or other securities issued or issuable
with respect to the Shares upon any stock split, stock dividend,
recapitalization or similar event; provided, however, that any and all shares
described herein which have been resold to the public or are registered shall
cease to be Registrable Securities upon such resale and any shares as to which
registration rights have terminated pursuant to Section 1.13 below shall cease
to be Registrable Securities upon such termination.

                  (d)      The terms "Holder" or "Holders" means any person or
persons to whom Registrable Securities were originally issued or qualifying
transferees under subsection 1.10 hereof who hold Registrable Securities.

                  (e)      The term "Initiating Holders" means any Holder or
Holders holding fifty percent (50%) or greater of the aggregate of the Common
Stock issued or issuable upon conversion thereof which are Registrable
Securities.

                  (f)      The term "Securities Act" means the Securities Act of
1933, as amended.

                  (g)      The term "SEC" means the Securities and Exchange
Commission.

                  (h)      The term "Registration Expenses" shall mean all
expenses incurred by the Company in complying with subsections 1.2, 1.3 and 1.4
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, and the expense of any special
audits incident to or required by any such registration (but excluding the

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compensation of regular employees of the Company which shall be paid in any
event by the Company, Selling Expenses and fees and disbursements of legal
counsel for the Holders.)

                  (i)      The term "Holder Affiliates" means any of the mother,
father, descendants, brother(s), sister(s), or spouse of any Holder or any
trustee or trustees for the benefit of any one or more of the foregoing
(including such mother, father, brother(s), sister(s) or spouse).

                  (j)      The term "Selling Expenses" shall mean all
underwriting discounts, selling commissions and stock transfer taxes applicable
to the sale of Registrable Securities.

         1.2      Demand Registration.

                  (a)      Request for Registration. In case the Company shall
receive from Initiating Holders a written request that the Company effect a
registration with respect to Registrable Securities, the Company will:

                           (i)      within ten (10) days give written notice of
the proposed registration to all other Holders; and

                           (ii)     as soon as practicable, subject to the
limitations set below, use its best efforts to effect all such registrations
(including, without limitation, the execution of an undertaking to file
post-effective amendments, appropriate qualifications under the applicable blue
sky or other state securities laws and appropriate compliance with exemptive
regulations issued under the Securities Act and any other governmental
requirements or regulations) as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Initiating
Holder's Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any Holder or Holders
joining in such request as are specified in a written request given within
thirty (30) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to take any action to
effect such registration pursuant to this subsection 1.2(a):

                                    (A)      in any particular jurisdiction in
which the Company would be required to execute a general consent to service of
process in effecting such registration unless the Company is already subject to
service in such jurisdiction and except as required by the Securities Act;

                                    (B)      after the Company has effected one
(1) such registrations pursuant to this subsection 1.2(a) and such registrations
have been declared or ordered effective;

                                    (C)      during the period starting within
the date sixty (60) days prior to the Company's good faith estimate of the date
of filing of, and ending on a date ninety (90) days after the effective date of,
a Company-initiated registration; provided that the Company is actively
employing in good faith all reasonable efforts to cause such registration
statement to become effective; or

                                    (D)      if the Initiating Holders propose
to dispose of shares of Registrable Securities which may be immediately
registered on Form S-3 pursuant to a request made under Section 1.4 hereof.

         Subject to the foregoing clauses (A) through (B), the Company shall
file a registration statement covering the Registrable Securities so requested
to be registered as soon as practical, but in any event within ninety (90) days,
after receipt of the request or requests of the Initiating Holders; provided,
however, that if the Company shall furnish to such Holders a certificate signed
by the President or Chief Executive Officer of the Company stating that in the
good faith judgment of the Company's board of directors (the "Board of
Directors"), it would be detrimental to the Company and its stockholders for
such registration statement to be filed on or before the date filing would be
required and it is therefore essential to defer the filing of such registration
statement, the Company shall have the right to defer such filing for a period of
not more than one hundred twenty (120) days after the furnishing of such a
certificate of deferral; and provided, further, however, that the Board of
Directors shall not exercise such right to defer a filing more than once in any
period of twelve (12) consecutive months.

                  (b)      Underwriting. If the Initiating Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as part of their request made
pursuant to subsection 1.2(a) and the Company shall include such information in
the written notice referred to in subsection 1.2(a)(i). In such event, the
underwriter shall be selected by a majority in interest of the Initiating
Holders

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and shall be reasonably acceptable to the Company. The right of any Holder to
registration pursuant to subsection 1.2 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise mutually agreed by
a majority in interest of the Initiating Holders and such Holder) to the extent
provided herein. The Company shall (together with all Holders proposing to
distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters.
Notwithstanding any other provision of this subsection 1.2, if the underwriter
advises the Initiating Holders in writing that marketing factors require a
limitation of the number of shares to be underwritten, the Initiating Holders
shall so advise all Holders who have elected to participate in such offering,
and the number of shares of Registrable Securities that may be included in the
registration and underwriting shall be allocated among all such Holders thereof
in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by such Holders. If any Holder of Registrable
Securities disapproves of the terms of the underwriting, such Holder may elect
to withdraw therefrom by written notice to the Company, the underwriter and the
Initiating Holders. Any Registrable Securities which are excluded from the
underwriting by reason of the underwriter's marketing limitation or withdrawn
from such underwriting shall be withdrawn from such registration.

                  (c)      Company Shares. If the managing underwriter has not
limited the number of Registrable Securities to be underwritten, the Company,
employees of the Company and other holders of the Company's Common Stock may
include securities for its (or their) own account in such registration if the
managing underwriter so agrees and if the number of Registrable Securities which
would otherwise have been included in such registration and underwriting will
not thereby be limited.

         1.3      Company Registration.

                  (a)      Registration. If at any time or from time to time,
the Company shall determine to register any of its securities, for its own
account or the account of any of its stockholders other than the Holders (other
than in connection with a registration relating solely to employee stock option
or purchase plans, a registration on Form S-4, a registration relating solely to
an SEC Rule 145 transaction, or a registration on any other form or any
successor to such form, which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of Registrable Securities), the Company will:

                           (i)      within thirty (30) days prior to the filing
of such registration statement give to each Holder written notice thereof and

                           (ii)     include in such registration (and any
related qualification under blue sky laws or other compliance with applicable
laws), and in any underwriting involved therein, all the Registrable Securities
specified in a written request or requests, made within twenty (20) days after
receipt of such written notice from the Company, by any Holder or Holders,
except as set forth in subsection 1.3(b) below.

                  (b)      Underwriting. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holders as a part of the written
notice given pursuant to subsection 1.3(a)(i). In such event the right of any
Holder to registration pursuant to subsection 1.3 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Company and the other holders distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting by the
Company. Notwithstanding any other provision of this subsection 1.3, if the
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten, the underwriter may limit the number of
Registrable Securities to be included in the registration and underwriting, or
may exclude Registrable Securities entirely from such registration and
underwriting. In the event of a cutback by the underwriters of the number of
Registrable Securities to be included in the registration and underwriting, the
Company shall so advise all Holders of Registrable Securities which would
otherwise be registered and underwritten pursuant hereto, and the number of
shares of Registrable Securities that may be included in the registration and
underwriting shall be allocated among Holders requesting registration in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities held by each of such Holders as of the date of the notice pursuant to
subsection 1.3(a)(i) above. If any Holder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the underwriter. Any Registrable Securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration.

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         1.4      Form S-3. In addition to the rights and obligations set forth
in subsection 1.2(a) above, if Holders holding thirty percent (30%) or more of
the Registrable Securities then outstanding request that the Company file a
registration statement on Form S-3 (or any successor to Form S-3) for the public
offering of shares of Registrable Securities and the Company is then a
registrant entitled to use Form S-3 to register the shares for such an offering,
the Company shall use its best efforts to cause such shares to be registered for
the offering as soon as practicable on Form S-3 (or any successor form to Form
S-3); provided, however, the Company shall not be required to effect a
registration pursuant to this subsection 1.4:

                  (a)      in any particular jurisdiction in which the Company
would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act;

                  (b)      if the Company, within twenty (20) days of the
receipt of the request of the notice described in subsection 1.4(a), gives
notice of its bona fide intention to effect the filing of a registration
statement with the SEC within one hundred twenty (120) days of receipt of such
request (other than with respect to a registration statement relating to a Rule
145 transaction, an offering solely to employees or any other registration which
is not appropriate for the registration of Registrable Securities), and does so
file within said one hundred twenty (120) day period and makes reasonable
efforts to cause such registration to become effective;

                  (c)      during a period of one hundred eighty (180) days
following the effective date of a registration statement other than registration
statements filed pursuant to this subsection 1.4;

                  (d)      if the Company shall furnish to the Holders
requesting registration under section 1.4(a) a certificate signed by the
President or Chief Executive Officer of the Company stating that in the good
faith judgment of the Board of Directors, it would be detrimental to the Company
and its stockholders for such registration statement to be filed on or before
the date filing would be required and it is therefore essential to defer the
filing of such registration statement, in which case the Company shall have the
right to defer such filing for a period of not more than one hundred (120) days
after the furnishing of such a certificate of deferral; provided, however, that
the Board of Directors shall not exercise such right to defer a filing more than
once in any period of twelve (12) consecutive months period; or

                  (e)      if the Company has, within the twelve (12) month
period preceding the date of a request to register shares on Form S-3 already
effected two registrations on Form S-3 for the Holders pursuant to this
Subsection 1.4.

         1.5      Expenses of Registration. All Registration Expenses incurred
in connection with any registration pursuant to this Section 1 shall be borne by
the Company except that the Company shall not be required to pay for expenses of
any registration proceeding begun pursuant to subsection 1.2 or 1.4, the request
for which has been subsequently withdrawn by the Initiating Holders (in which
case, such expenses shall be borne by the Holders requesting such withdrawal).

         1.6      Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Rights
Agreement, the Company will keep each Holder participating therein advised in
writing as to the initiation of each registration, qualification and compliance
and as to the completion thereof. Except as otherwise provided in subsection
1.5, at its expense the Company will:

                  (a)      Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its best efforts
to cause such registration statement to become effective, and, upon the request
of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective for up to ninety (90)
days or, if a shorter period, until securities included in the registration
statement are sold; provided, however, that (i) such 90-day period shall be
extended for a period of time equal to the period the Holder refrains from
selling any securities included in such registration at the request of an
underwriter of Common Stock (or other securities) of the Company; and (ii) in
the case of any registration of Registrable Securities on Form S-3 which are
intended to be offered on a continuous or delayed basis, such 90-day period
shall be extended, if necessary, to keep the registration statement effective
until all such Registrable Securities are sold, provided that Rule 415, or any
successor rule under the Act, permits an offering on a continuous or delayed
basis, and provided further that applicable rules under the Act governing the
obligation to file a post-effective amendment permit, in lieu of filing a
post-effective amendment which (i) includes any prospectus required by Section
10(a)(3) of the Act or (ii) reflects facts or events representing a material or
fundamental change in the information set forth in the registration statement,
the

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incorporation by reference of information required to be included in (i) and
(ii) above to be contained in periodic reports filed pursuant to Section 13 or
15(d) of the 1934 Act in the registration statement.

                  (b)      Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.

                  (c)      Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.

                  (d)      Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such United States jurisdictions as shall be reasonably
requested by the Holders, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions.

                  (e)      Notify each Holder 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 or 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 a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.

                  (f)      Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange or market on which
similar securities issued by the Company are then listed or quoted.

                  (g)      Furnish, at the request of any Holder requesting
registration of Registrable Securities pursuant to this Section 1, on the date
that such Registrable Securities are delivered to the underwriters for sale in
connection with a registration pursuant to this Section 1, if such securities
are being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities and (ii) a letter dated such date, from
the independent public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities.

                  (h)      No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result
of any controversy that might arise with respect to the interpretation or
implementation of this Section 1.

         1.7      Indemnification.

                  (a)      The Company will indemnify and defend each Holder of
Registrable Securities and each of its officers, directors and partners, and
each person controlling such Holder, with respect to which a registration,
qualification or compliance has been effected pursuant to this Rights Agreement,
and each underwriter, if any, and each person who controls any underwriter of
the Registrable Securities held by or issuable to such Holder, against all
claims, losses, expenses, damages and liabilities (or actions in respect
thereto) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any registration statement or
prospectus incident to such registration, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading, or any violation or
alleged violation by the Company of the Securities Act, the Exchange Act or any
state securities law applicable to the Company or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any such state law and
relating to action or inaction required of the Company in connection with any
such registration, and will reimburse each such Holder, each of its officers,
directors and partners, and each person controlling such Holder, each such
underwriter and each person who controls any such underwriter, for any
reasonable legal and any other expenses incurred in connection with
investigating, defending or settling any such claim, loss, damage, liability or
action; provided, however, that the indemnity agreement contained in this
subsection 1.7(a) shall riot apply to amounts paid in settlement of any such
claim, loss, damage, liability, or action if such settlement is effected without
the consent of the Company (which

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consent shall not be unreasonably withheld); and provided further, that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage or liability arises out of or is based on any untrue statement or
omission based upon written information furnished to the Company by such Holder
or underwriter specifically for use therein; and provided further, that the
agreement of the Company to indemnify any underwriter and any person who
controls such underwriter contained herein with respect to any such preliminary
prospectus shall not inure to the benefit of an underwriter, from whom the
person asserting any such claim, loss, damage, liability or action purchased the
stock which is the subject thereof, if at or prior to the written confirmation
of the sale of such stock, a copy, of the prospectus (or the prospectus as
amended or supplemented) was not sent to delivered to such person, excluding the
documents incorporated therein by reference, and the untrue statement or
omission of a material fact contained in such preliminary prospectus was
corrected in the prospectus (or the prospectus as amended or supplemented).

                  (b)      Each Holder will, if Registrable Securities held by
or issuable to such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify and
defend the Company, each of its directors and officers, each underwriter, if
any, of the Company's securities covered by such a registration statement, each
person who controls the Company within the meaning of the Securities Act, and
each other such Holder, each of its officers, directors and partners and each
person controlling such Holder, against all claims, losses, expenses, damages
and liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any registration statement or prospectus incident to such registration, or any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse the Company, such Holders, such directors, officers, partners,
persons or underwriters for any reasonable legal or any other expenses incurred
in connection with investigating, defending or settling any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, offering circular, prospectus
or other document in reliance upon and in conformity with written information
furnished to the Company by the Holder in an instrument duly executed by such
Holder specifically for use therein; provided, however, that the indemnity
agreement contained in this subsection 1.7(b) shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Holder (which consent shall
not be unreasonably withheld); and provided further, that the total amount for
which any Holder shall be liable under this subsection 1.7(b) shall not in any
event exceed the aggregate gross proceeds received by such Holder from the sale
of Registrable Securities held by such Holder in such registration not including
underwriter's commissions and discounts.

                  (c)      Each party entitled to indemnification under this
subsection 1.7 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided, however, that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose approval shall
not be unreasonably withheld), and the Indemnified Party may participate in such
defense at its own expense; and provided further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations hereunder, unless such failure resulted in
prejudice to the Indemnifying Party; and provided, further, however, that an
Indemnified Party (together with all other Indemnified Parties which may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the Indemnifying
Party, if representation of such Indemnified Party by the counsel retained by
the Indemnifying Party would be inappropriate due to a conflict of interests
between such Indemnified Party and any other party represented by such counsel
in such proceeding. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of the Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. No Indemnified Party shall be entitled to indemnification hereunder
if such Indemnified Party consents to entry of any judgment or enters into any
settlement without the consent of the Indemnifying Party. Any Indemnified Party
shall cooperate with the Indemnifying Party in the defense of any claim or
litigation brought against such Indemnified Party.

                  (d)      If the indemnification provided for in this Section
1.7 is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to, any losses, claims, damages or liabilities
referred to herein, the Indemnifying Party, in lieu of indemnifying such
Indemnified Party thereunder, shall, to the extent permitted by applicable law,
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and of the
Indemnified Party on the other in connection with the violation(s) that resulted
in

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such loss, claim, damage or liability, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by a court of law 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
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission; provided, that in no event
shall any contribution by a Holder hereunder exceed the net proceeds from the
offering received by such Holder.

                  (e)      The obligations of the Company and Holders under this
Section 1.7 shall survive completion of any offering of Registrable Securities
in a registration statement and the termination of this agreement. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.

                  (f)      The indemnification provided for in this Section 1.7
shall be superseded by indemnification provided for in an underwriting agreement
entered into by the Company and an underwriter of Registrable Securities with
respect to which a registration has been effected pursuant to this Rights
Agreement.

         1.8      Information by Holder. Any Holder or Holders of Registrable
Securities included in any registration shall promptly furnish to the Company
such information regarding such Holder or Holders and the distribution proposed
by such Holder or Holders as the Company may request in writing and as shall be
required in connection with any registration, qualification or compliance
referred to herein.

         1.9      Rule 144 Reporting. With a view to making available to Holders
the benefits of certain rules and regulations of the SEC which may permit the
sale of the Registrable Securities to the public without registration, the
Company agrees at all times to:

                  (a)      make and keep public information available, as those
terms are understood and defined in SEC Rule 144;

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

                  (c)      so long as a Holder owns any Registrable Securities,
to furnish to such Holder forthwith upon written request a written statement by
the Company as to its compliance with the reporting requirements of said Rule
144 and of the Securities Act and the Exchange Act, a copy of the most recent
annual or quarterly reports of the Company, and such other reports and documents
so filed by the Company as the Holder may reasonably request in availing itself
of any rule or regulation of the SEC allowing such Holder to sell any such
securities without registration.

         1.10     Transfer of Registration Rights. Holders' rights to cause the
Company to register their securities and keep information available, granted to
them by the Company under subsections 1.2, 1.3, 1.4 and 1.9, may be assigned
(but only with all related obligations) to a transferee or assignee; provided,
however, that the Company is given written notice by such Holder at the time of
or within a reasonable time after said transfer, stating the name and address of
said transferee or assignee and identifying the securities with respect to which
such registration rights are being assigned.

         1.11     Termination of Registration Rights. The obligations of the
Company pursuant to this Section 1 shall terminate (i) as to any Holder, at such
time as such Holder is able to sell all such Registrable Securities held by such
Holder within a single three month period under Rule 144 or such Holder is able
to sell all Registrable Securities held by it pursuant to Rule 144(k)
promulgated under the Securities Act, or (ii) once all Registrable Securities
are registered.

2.       General.

         2.1      Waivers and Amendments. With the written consent of the record
or beneficial holders of sixty percent (60%) of the Registrable Securities, the
obligations of the Company and the rights of Purchaser under this Rights
Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively, and

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<PAGE>

either for a specified period of time or indefinitely). Upon the effectuation of
each such waiver, consent, agreement of amendment or modification, the Company
shall promptly give written notice thereof to the record holders of the
Registrable Securities who have not previously consented thereto in writing.

         2.2      Governing Law. This Rights Agreement shall be governed in all
respects by the laws of the State of California as such laws are applied to
agreements between California residents entered into and to be performed
entirely within California.

         2.3      Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.

         2.4      Entire Rights Agreement. Except as set forth below, this
Rights Agreement and the other documents delivered pursuant hereto constitute
the full and entire understanding and agreement between the parties with regard
to the subjects hereof and thereof.

         2.5      Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be sent via facsimile,
overnight courier service or mailed by certified mail, postage prepaid, return
receipt requested, addressed or sent (i) if to a Purchaser, at the address or
facsimile number of the Purchaser set forth in the Company's records, or at such
other address or number as the Purchaser shall have furnished to the Company in
writing, or (ii) if to the Company, at the Company's principal place of business
or at such other address or number as the Company shall have furnished to the
Purchasers in writing, and shall be effective (i) upon delivery if sent by
facsimile (with a confirming receipt); (ii) one day after delivery to an
overnight courier service; or (iii) three (3) days after deposit with the United
States Post Office if mailed postage prepaid by regular mail or airmail.

         2.6      Severability. In case any provision of this Rights Agreement
shall be invalid, illegal, or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Rights Agreement or any
provision of the other Agreements shall not in any way be affected or impaired
thereby.

         2.7      Titles and Subtitles. The titles of the sections and
subsections of this Rights Agreement are for convenience of reference only and
are not to be considered in construing this Rights Agreement.

         2.8      Counterparts. This Rights Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.

         2.9      Aggregation of Stock. All shares held or acquired by
affiliated entities or persons shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.

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                                       8

<PAGE>

         IN WITNESS WHEREOF, the parties hereby have executed this Registration
Rights Agreement on the date first above written.

                                    "COMPANY"

                                    TMSF HOLDINGS, INC.,
                                    a Delaware corporation

                                    By: /s/  RAYMOND ESHAGHIAN
                                        --------------------------------
                                        Raymond Eshagian
                                        President and Chief Executive Officer

                                    "PURCHASER"

                                    ________________________________________

                                         ____________________

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