REGISTRATION RIGHTS AGREEMENT

                            Dated as of June 14, 2000

                                     between

                          DYNAMIC MATERIALS CORPORATION

                                       and

                                   SNPE, INC.


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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I DEFINITIONS 1

ARTICLE II REGISTRATION RIGHTS.................................................4

   SECTION 2.1. Registration on Demand.........................................4
      2.1.1.    Demand.........................................................4
      2.1.2.    Shelf Registration.............................................4
      2.1.3.    Registration Statement Form....................................4
      2.1.4.    Effective Registration Statement...............................5
      2.1.5.    Limitations on Registration on Demand, Shelf Registrations.....5
      2.1.6.    Holder's Ability to Withdraw Registration Statement............5
      2.1.7.    Selection of Underwriter.......................................6
      2.1.8.    Registration of Other Securities...............................6
      2.1.9.    Suspension.....................................................6

   SECTION 2.2. Incidental Registration........................................6

   SECTION 2.3. Registration Procedures........................................7

   SECTION 2.4. Expenses......................................................11

   SECTION 2.5. Marketing Restrictions........................................12

   SECTION 2.6. Termination of Rights.........................................13

   SECTION 2.7. Rule 144......................................................13

   SECTION 2.8. Indemnification...............................................14

ARTICLE III CHANGES IN COMPANY COMMON STOCK...................................18

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................19

ARTICLE V BENEFITS OF AGREEMENT...............................................20

ARTICLE VI MISCELLANEOUS......................................................20

   SECTION 6.1.  Notices......................................................20

   SECTION 6.2.  Waivers; Amendments..........................................20

   SECTION 6.3.  Governing Law................................................21

   SECTION 6.4.  Survival of Agreements; Representations and
                 Warranties, etc..............................................21

   SECTION 6.5.  Covenants to Bind Successors and Assigns.....................21

   SECTION 6.6.  Severability.................................................21

   SECTION 6.7.  Section Headings.............................................21

   SECTION 6.8.  Counterparts.................................................21

   SECTION 6.9.  Termination..................................................22

   SECTION 6.10. Complete Agreement...........................................22

   SECTION 6.11. No Inconsistent Agreements...................................22


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                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"),  dated as of June 14,
2000, is made and entered into by and between Dynamic Materials  Corporation,  a
Delaware  corporation  (the "Company"),  and SNPE, Inc., a Delaware  corporation
(the "Holder").

     WHEREAS,  the  Company  is  issuing  to the  Holder,  on the  date  hereof,
2,109,091  shares (the  "Shares") of Common  Company  stock of the Company,  par
value  $.05 per share  (the  "Company  Common  Stock"  (as  defined in the Stock
Purchase  Agreement)) pursuant to a Stock Purchase Agreement dated as of January
20, 2000 between the Company and the Holder,  as amended by  Amendment  No. 1 to
the Stock Purchase  Agreement,  dated as of April 20, 2000 (the "Stock  Purchase
Agreement"); and

     WHEREAS,  concurrently  with the  issuance  of the  Shares,  the Company is
entering into this Agreement to define the rights that exist among the Holder on
the one hand, and the Company, on the other, with respect to the registration of
the Registrable Securities (as defined herein);

     WHEREAS,  contemporaneously with the purchase of the Shares under the Stock
Purchase  Agreement,  the Holder will  purchase  from the Company a  Convertible
Subordinated Note (the "Note") in the aggregate  principal amount of $1,200,000,
convertible into additional shares of Company Common Stock ("Additional Shares")
(collectively,  the Shares and Additional  Shares are the "Company  Shares") and
having such other terms as the parties have agreed (collectively,  the 2,109,091
Shares of Company Common Stock and the Additional  Shares are referred to herein
as the "Shares");

     NOW,  THEREFORE,  in consideration  of the mutual premises,  agreements and
covenants hereinafter set forth, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     For  purposes  of this  Agreement,  the  following  terms  shall  have  the
following respective meanings (each such meaning to be equally applicable to the
singular and plural forms thereof):

     "Additional Shares" has the meaning set forth in the third "WHEREAS" clause
of this Agreement.

     "Agreement" means this Registration Rights Agreement.

     "Commission"  shall mean the  Securities and Exchange  Commission,  and any
other similar or successor agency of the United States federal government at the
time administering the Securities Act or the Securities Exchange Act.

     "Company" has the meaning assigned such term in the preamble hereto.

     "Company  Common  Stock" has the meaning  set forth in the first  "WHEREAS"
Clause.

     "Company Shares" has the meaning set forth in the third "WHEREAS" clause.

     "Demand" has the meaning assigned such term in Section 2.1.1.

     "Demand Holder" has the meaning assigned such term in Section 2.1.1.

     "Holder"  has  the  meaning  assigned  such  term in the  preamble  to this
Agreement.

     "Holder of Registrable Securities" shall mean a person who owns Registrable
Securities  or has the present  right to acquire  such  Registrable  Securities,
whether or not such  acquisition has actually been effected and disregarding any
legal restrictions upon the exercise of such right.

     "NASD" means the National Association of Securities Dealers, Inc.

     "Notice Holder" has the meaning assigned such term in Section 2.1.1.

     "Prospectus"  means the prospectus  (including any preliminary  prospectus)
included  in any  Registration  Statement,  as  amended or  supplemented  by any
prospectus supplement with respect to the terms of the offering, registering for
sale any of the Registrable  Securities and all other amendments and supplements
to  the  Prospectus,  including  post-effective  amendments,  and  all  material
incorporated by reference in such Prospectus.

     "Registrable  Securities"  means  the  Shares  and  the  Additional  Shares
received upon exercise of the option to convert any equity securities into which
such Shares and the  Additional  Shares may be exchanged  after giving effect to
the terms of any  reorganization,  recapitalization,  merger,  consolidation  or
otherwise by any successor corporation to the Company, and which common stock or
other equity securities have ordinary voting power for the election of directors
(or equivalent);  provided, that any security's status as a Registrable Security
shall cease when the  registration  rights with respect to such  security  shall
have terminated pursuant to Section 2.6.

     "Registration  Statement" means any  registration  statement of the Company
which  registers  for  sale  under  the  Securities  Act any of the  Registrable
Securities  pursuant  to  the  provisions  of  this  Agreement,   including  the
Prospectus,  all amendments  and  supplements  to such  Registration  Statement,
including  post-effective   amendments,  all  exhibits  and  all  documents  and
information incorporated by reference in such Registration Statement.

     "Requisite Holder" means the holder, at anytime, of the outstanding Company
Shares  representing  more  than  50% of the  aggregate  number  of  Registrable
Securities at the time outstanding.

     "Rule  144" means Rule 144 under the  Securities  Act,  as such Rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the Commission.

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

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

     "Shares"  has the meaning set forth in the Third  "Whereas"  clause of this
Agreement.

     "Shelf Demand" has the meaning set forth in Section 2.1.2.

     "Shelf Registration" has the meaning set forth in Section 2.1.2.


                                   ARTICLE II

                               REGISTRATION RIGHTS

     SECTION 2.1. Registration on Demand.

     2.1.1.  Demand.  For a  period  of five  years  following  the date of this
Agreement,  upon the written  request (a "Demand") of any Holder of  Registrable
Securities representing,  in the aggregate, at least 50% of the Company Share or
the right to acquire  50% of the  Company  Share on a  fully-diluted  basis (the
"Notice Holder") that the Company effect the  registration  under the Securities
Act of the number or the percentage of Registrable  Securities  specified by the
Demand  Holder,  the  Company  shall  deliver  notice  thereof to all Holders of
Registrable  Securities  requesting that they specify,  by written notice to the
Company delivered within five (5) business days following receipt of such notice
from the Company, the number of Registrable Securities they desire to include in
such registration (each such holder providing such notice a "Demand Holder") and
the Company  shall,  subject to the provisions  hereof,  use its best efforts to
effect,  as soon as practicable  and in any event within 120 days after a Demand
is received from the Notice Holder, the registration under the Securities Act of
the Registrable  Securities  which the Company has been so requested to register
by the Demand Holder; Thereafter, the Company's obligation hereunder shall be to
use its best efforts to effect the  registration of the Registrable  Securities;
provided,  that the Company shall not have to effect more than two Demands under
this Section 2.1.1.

     2.1.2. Shelf Registration.  At any time that the Company is eligible to use
a short-form  registration  statement for registering securities for sale to the
public at large,  the Demand  Holders may, at their option,  request (the "Shelf
Demand")  that any  registration  statement  effected  pursuant  to a Demand  be
effected  on a  delayed  or  continuous  basis,  pursuant  to Rule 415 under the
Securities Act (the "Shelf Registration").  The Company agrees to keep effective
such  registration  statement  (the "Shelf  Registration  Statement")  until the
earlier of (i) such date as of which all the  Registrable  Securities  under the
Shelf  Registration  Statement have been disposed of in the manner  described in
such  registration  statement,  and (ii) 180 days  after the date on which  such
Shelf Registration Statement is declared effective.

     2.1.3.  Registration  Statement Form.  Registrations under this Section 2.1
shall be on such  appropriate  registration  form of the  Commission as shall be
selected by the  Company.  The Company  shall  include in any such  registration
statement all information  which,  in the opinion of counsel to the Company,  is
required to be included.

     2.1.4. Effective Registration  Statement. A registration requested pursuant
to this  Section  2.1 shall not be deemed  to have been  effected  (i)  unless a
registration statement with respect thereto has become effective,  (ii) if after
it has become effective, such registration is interfered with by any stop order,
injunction or other order or requirement of the Commission or other governmental
agency  or court for any  reason  not  attributable  to the  Holder  and has not
thereafter become effective,  or (iii) if the conditions to closing specified in
the  underwriting  agreement,  if any,  entered  into in  connection  with  such
registration  are not satisfied or waived,  other than by reason of a failure on
the  part of the  Holder  or (iv) if a  Shelf  Registration  Statement,  if such
registration statement has not been kept effective until the earlier of (A) such
date as of which all of the Registrable Securities under such Shelf Registration
Statement  have been  disposed of in the manner  described in such  registration
statement  and (B) 180 days  after  the date on which  such  Shelf  Registration
Statement is declared effective.

     2.1.5.  Limitations on Registration  on Demand,  Shelf  Registrations.  The
Company  shall not be  required  to prepare  and file a  registration  statement
pursuant  to this  Section  2.1 which  would  become  effective  within 180 days
following the effective date of a registration statement (other than pursuant to
registrations  on Form S-4 or Form S-8 or any successor  form or other forms not
available for  registering  securities for sale to the public at large) filed by
the Company with the Commission pertaining to an underwritten public offering of
convertible  debt  securities  or equity  securities  for cash and,  unless such
registration is solely for the account of the Company,  the Holders are afforded
the opportunity to include Registrable  Securities in such registration pursuant
to Section 2.2. Notwithstanding anything in this Section 2.1 to the contrary, in
no event shall the Company be required to effect in the aggregate, more than two
long-form demand registrations pursuant to this Section 2.1.

     2.1.6. Holder's Ability to Withdraw Registration Statement. The Holder of a
majority of the Registrable Securities to be included in such registration shall
have the right to request  that the  Company not have a  registration  statement
filed pursuant to a Demand  declared  effective.  If the Demand Holder elects to
pay or reimburse the Company for the Company's  out-of-pocket  expenses incurred
in connection  with such  registration,  such withdrawn  registration  statement
shall not be counted for purposes of the requests for registration to which such
Demanding Holder is entitled pursuant to Section 2.1.5 hereof.

     2.1.7.  Selection of Underwriter.  If a registration under this Section 2.1
is  effected  in  connection  with an  underwritten  offering,  the  Holder of a
majority of the Registrable Securities to be included in such registration shall
select a managing  underwriter or underwriters of recognized  national  standing
reasonably acceptable to the Company to administer the offering.

     2.1.8.  Registration of Other  Securities.  A registration  statement filed
pursuant to the request of the Demand Holder may,  subject to the  provisions of
Section 2.5 hereof,  include (i)  Registrable  Securities of Holder not making a
demand  pursuant to this  Section 2.1 and (ii) other  securities  of the Company
with  respect to which  registration  rights  have been  granted and may include
securities of the Company being sold for the account of the Company.

     2.1.9.  Suspension.   The  Company  may  delay,  suspend  or  withdraw  the
registration of the Registrable Securities required pursuant to this Section 2.1
or the  preparation  or  furnishing  of a  supplemental  or  amended  prospectus
pursuant to Section  2.3(i) for a period not  exceeding  120 days if the Company
shall in good faith  determine that any such  registration  would interfere with
any pending financing transaction of the Company or would require the Company to
include  disclosure  that would  reasonably  be expected  to have a  detrimental
effect on any  proposal,  negotiations  or plan by the  Company to engage in any
acquisition or disposition of assets or any merger, consolidation, tender offer,
reorganization  or similar  transaction,  or any other material  corporate event
contemplated by the Company.  In addition,  the Company shall not be required to
register Registrable  Securities on a date on which, under the general rules and
regulations of the Commission as advised by counsel,  the inclusion therein,  by
incorporation or by reference,  of financial statements of the Company contained
in the annual or quarterly  report of the Company most  recently  filed with the
Commission would not be permitted, provided that this exception shall not permit
delay or  suspension  of  registration  beyond the  filing of the next  required
annual or quarterly filing under the Securities Exchange Act.

     SECTION 2.2. Incidental Registration. If the Company, at any time or on any
one or more  occasions  after the date of this  Agreement,  proposes to register
(other than  pursuant  to Section  2.1) any of its equity  securities  under the
Securities  Act for sale to the  public,  whether for its own account or for the
account of other security  holders or both (other than pursuant to registrations
on Form S-4 or Form S-8 or any  successor  form or other forms not available for
registering  securities for sale to the public at large), the Company shall give
not less  than 30 days'  nor more  than 90 days'  prior  written  notice to each
Holder of  Registrable  Securities  of its  intention to do so. Upon the written
request  of any  Holder of  Registrable  Securities  given  within 20 days after
receipt of such notice from the  Company,  the Company will use its best efforts
to  cause  the  Registrable  Securities  requested  to  be  registered  to be so
registered  under the  Securities  Act. A request  pursuant to this  Section 2.2
shall state the number of Registrable  Securities requested to be registered and
the intended method of distribution thereof. In connection with any registration
subject to this  Section  2.2,  the Holder  shall enter into such  underwriting,
lock-up and other agreements, and shall execute and complete such questionnaires
and other documents, as are customary in a secondary offering. The Company shall
have the right to terminate or withdraw any  registration  initiated by it under
this Section 2.2 prior to the effectiveness of such registration  whether or not
any  Holder  has  elected  to  include  any  securities  in  such  registration.
Notwithstanding any other provision of this Agreement,  if the representative of
the underwriters advises the Company in writing that marketing factors require a
limitation on the number of shares to be  underwritten,  the number of shares to
be included in the underwriting or registration  shall be allocated as set forth
in Section 2.5 hereof.

     No  registration  effected under this Section 2.2 shall relieve the Company
of its obligation to effect the registration required under Section 2.1.

     SECTION 2.3. Registration  Procedures.  In connection with the registration
of any Registrable  Securities,  the Company shall effect such  registrations to
permit the sale of such  Registrable  Securities in accordance with the intended
method or methods of disposition thereof, and pursuant thereto the Company shall
as expeditiously as possible:

          (a)  prepare  and file  with the  Commission  within  the time  limits
     prescribed herein a Registration  Statement with respect to such securities
     and use its best  efforts to cause such  Registration  Statement  to become
     effective and remain effective as provided herein;

          (b)  prepare  and  file  with  the  Commission   such  amendments  and
     post-effective   amendments  to  each  Registration  Statement  as  may  be
     necessary  and use its best  efforts  to keep such  Registration  Statement
     continuously effective;  cause the related Prospectus to be supplemented by
     any required  Prospectus  supplement,  and as so  supplemented  to be filed
     pursuant to Rule 424 (or any similar  provisions  then in force)  under the
     Securities  Act; and comply with the provisions of the Securities  Act, the
     Securities  Exchange Act and the rules and  regulations  of the  Commission
     promulgated  thereunder applicable to it with respect to the disposition of
     all securities  covered by such Registration  Statement as so amended or in
     such Prospectus as so supplemented; the Company shall not be deemed to have
     used its best efforts to keep a registration  statement  effective during a
     period if it voluntarily  takes any action that results in a  participating
     Holder's  not being able to sell such  Registrable  Securities  during such
     period,  unless such action (i) is required under applicable law or (ii) is
     determined  in good faith by the Board of Directors of the Company to be in
     the Company's best interest;

          (c) notify the Holders of Registrable Securities and underwriters,  if
     any, promptly (but in any event within two business days), and confirm such
     notice in writing,  (i) when a Prospectus or any  Prospectus  supplement or
     post-effective   amendment   has  been  filed,   and,  with  respect  to  a
     Registration Statement or any post-effective  amendment,  when the same has
     become  effective,  (ii)  of  the  issuance  (or,  to  the  Company's  best
     knowledge, the threat or contemplation) by the Commission of any stop order
     suspending the effectiveness of such Registration Statement or of any order
     preventing  or  suspending  the use of any  preliminary  prospectus  or the
     initiation of any proceedings for that purpose, and (iii) of the receipt by
     the  Company of any  notification  with  respect to the  suspension  of the
     qualification or exemption from  qualification of a Registration  Statement
     or any of the Registrable Securities for offer or sale in any jurisdiction,
     or the initiation or threatening of any proceeding for such purpose;

          (d) use every  reasonable  effort to prevent the issuance of any order
     suspending the  effectiveness  of a Registration  Statement or of any order
     preventing  or  suspending  the  use  of a  Prospectus  or  suspending  the
     qualification  (or exemption from  qualification) of any of the Registrable
     Securities for sale in any jurisdiction,  and, if any such order is issued,
     to obtain the withdrawal of any such order at the earliest possible moment;

          (e)  furnish  to each  seller  and to each duly  authorized  broker or
     underwriter  of  each  seller  such  number  of  authorized   copies  of  a
     Prospectus,  including  copies of a preliminary  Prospectus,  in conformity
     with the  requirements  of the  Securities  Act,  and such other  customary
     documents as such seller,  broker or underwriter may reasonably  request in
     order to facilitate the public sale or other disposition of the Registrable
     Securities owned by such seller;

          (f) use its best efforts to register or qualify (and to keep each such
     registration and  qualification  effective,  including through new filings,
     renewals or amendments,  during the period such  registration  statement is
     required to be kept effective) the securities  covered by such Registration
     Statement under such securities or blue sky laws of such  jurisdictions  as
     each seller shall reasonably  request,  and do any and all other reasonable
     acts and things which may be necessary  under such  securities  or blue sky
     laws to  enable  such  seller  to  consummate  the  public  sale  or  other
     disposition in such jurisdictions of the Registrable  Securities to be sold
     by such seller,  except that the Company  shall not for any such purpose be
     required to qualify to do business as a foreign corporation,  or to consent
     to the  jurisdiction  of  any  court  or  subject  itself  to  suit  in any
     jurisdiction wherein it is not qualified;

          (g)  before  filing  the  Registration   Statement  or  Prospectus  or
     amendments or  supplements  thereto,  furnish to counsel for each Holder of
     Registrable  Securities  included in such Registration  Statement copies of
     all such documents  proposed to be filed,  all of which shall be subject to
     the review and comment of such  counsel in the  exercise of its  reasonable
     judgment;

          (h) use its best efforts to cause such Registrable  Securities covered
     by such  Registration  Statement to be registered  with or approved by such
     other governmental agencies or authorities exercising jurisdiction over the
     Company as may be  necessary  to enable  the  seller or sellers  thereof to
     consummate the disposition of such Registrable Securities;

          (i) notify each seller of any such Registrable  Securities  covered by
     such Registration Statement, at any time when a Prospectus relating thereto
     is required to be  delivered  under the  Securities  Act, of the  Company's
     becoming aware that the Prospectus included in such Registration Statement,
     as then in effect, includes an untrue statement of a material fact or omits
     to state any material  fact  required to be stated  therein or necessary to
     make the statements  therein, in the light of the circumstances under which
     they were made,  not  misleading,  and, at the written  request of any such
     seller,  promptly prepare and furnish to such seller and each underwriter a
     reasonable  number  of  copies  of a  Prospectus  supplemented  or  amended
     (whereupon  all previous  versions of the  Prospectus  shall not be used by
     such seller or underwriter and shall be promptly returned to the Company or
     destroyed)  so that,  as  thereafter  delivered to the  purchasers  of such
     Registrable  Securities,  such  Prospectus  shall  not  include  an  untrue
     statement of a material  fact or omit to state a material  fact required to
     be stated therein or necessary to make the statements therein, in the light
     of the circumstances under which they were made, not misleading;

          (j)  comply  with  all  applicable   rules  and   regulations  of  the
     Commission,  and make generally  available to its security holders, as soon
     as reasonably practicable,  an earnings statement covering the period of at
     least  twelve  consecutive  months  beginning  with  the  first  day of the
     Company's   first  calendar   quarter  after  the  effective  date  of  the
     Registration   Statement,   which  earnings  statement  shall  satisfy  the
     provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (k) use its best  efforts  to cause  all such  Registrable  Securities
     covered  by such  Registration  Statement  to be  listed  or  quoted on the
     principal   securities   exchange   (including  NASDAQ)  on  which  similar
     securities  issued by the Company are then listed or quoted, if the listing
     or quoting of such Registrable Securities is then permitted under the rules
     of such exchange;

          (l) provide a transfer  agent and registrar  for all such  Registrable
     Securities  covered  by such  Registration  Statement  not  later  than the
     effective date of such Registration Statement;

          (m) cooperate with the selling  Holders of Registrable  Securities and
     the underwriters, if any, to facilitate the timely preparation and delivery
     of  certificates  representing  Registrable  Securities  to be sold,  which
     certificates  shall  not bear any  restrictive  legends;  and  enable  such
     Registrable Securities to be issued in such denominations and registered in
     such names as the underwriters,  if any, or holders may reasonably  request
     at least two business days prior to any sale of Registrable Securities in a
     firm commitment underwritten public offering, or at least ten business days
     prior to any other such sale;

          (n) enter into such reasonable and customary agreements  (including an
     underwriting  agreement  containing,  among other  things,  indemnification
     arrangements  in  customary  form)  and  take  such  other  reasonable  and
     customary actions as the Requisite Holder shall reasonably request in order
     to  expedite  or  facilitate  the  registration  and  disposition  of  such
     Registrable Securities;

          (o) obtain an opinion from the Company's  counsel and a "cold comfort"
     letter from the Company's  independent public accountants in customary form
     and covering such matters as are  customarily  covered by such opinions and
     "cold comfort" letters;

          (p) upon execution and delivery of such confidentiality  agreements as
     the Company shall reasonably  request (which  agreements shall not restrict
     any such person's  obligations  under  applicable  securities  laws),  make
     available  for  inspection  by any  seller of such  Registrable  Securities
     covered by such Registration Statement, by any underwriter participating in
     any disposition to be effected pursuant to such Registration  Statement and
     by any attorney,  accountant or other agent  retained by any such seller or
     any such  underwriter,  pertinent  financial and other  records,  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, underwriter, attorney, accountant or agent in
     connection with such Registration Statement,  all as necessary to conduct a
     reasonable investigation within the meaning of Section 11 of the Securities
     Act; and

          (q) permit any Holder of Registrable  Securities which Holder,  in the
     sole reasonable judgment of such Holder,  exercised in good faith, might be
     deemed to be a  controlling  person of the Company to  participate  through
     counsel  in  the  preparation  of  such  Registration   Statement  and,  if
     specifically  requested by such counsel, in discussions between the Company
     and  the  Commission  or  its  staff  with  respect  to  such  Registration
     Statement,  to require the  insertion  therein of  material,  furnished  in
     writing,  which in the  written  opinion of such  counsel is  necessary  to
     include in order to avoid a likelihood of potential  liability for any such
     Holder of Registrable Securities or such counsel.

     If any  such  Registration  Statement  refers  to any  Holder  by  name  or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (i) the  insertion  therein of  language,  in form and
substance  satisfactory  to such Holder,  to the effect that the holding by such
Holder of such  securities  is not to be construed as a  recommendation  by such
Holder of the investment quality of the Company's securities covered thereby and
that such  holding  does not imply that such  Holder  will assist in meeting any
future  financial  requirements  of the Company,  or (ii) in the event that such
reference  to such  Holder by name or  otherwise  is not in the  judgment of the
Company,  as advised by counsel,  required by the  Securities Act or any similar
federal  statute or any state "blue sky" or  securities  law then in force,  the
deletion of the reference to such Holder.

     SECTION 2.4. Expenses. All expenses incurred in effecting the registrations
(whether or not such registrations are consummated) provided for in this Article
II, including  without  limitation all  registration  and filing fees,  printing
expenses,  fees and  disbursements  of counsel for the Company,  expenses of any
audits incident to or required by any such registration  (including the costs of
any comfort  letter) and expenses of complying  with the  securities or blue sky
laws of any jurisdictions  pursuant to Subsection  2.3(f) hereof,  the costs and
expenses  associated with the filing required to be made by the NASD (including,
if applicable,  the fees and expenses of any "qualified independent underwriter"
and its  counsel as may be required  by the rules and  regulations  of the NASD,
provided  such  fees and  expenses  are not paid by the  underwriter),  transfer
taxes, fees of transfer agents and registrars, costs of insurance (but excluding
underwriting  discounts and commissions to the extent they relate to Registrable
Securities),  duplicating  fees,  delivery  expenses,  and expenses  incurred in
connection with the listing of the securities on any securities exchange,  shall
be paid by the  Company,  and the  Company  shall  pay all  reasonable  fees and
disbursements  of one counsel for the Holder of  Registrable  Securities for the
performance  of the normal  and  customary  functions  of  counsel  for  selling
shareholders in each such registration.

     SECTION  2.5.  Marketing  Restrictions.  If (i) any  Holder  of  Shares  or
Registrable  Securities  requests  registration of Registrable  Securities under
Section  2.1  or  2.2,  (ii)  the  offering  proposed  to  be  made  is to be an
underwritten public offering and (iii) the managing  underwriters of such public
offering  furnish a written  opinion that the total amount of  securities  to be
included in such offering  would exceed the maximum  amount of  securities  (the
"Maximum  Amount")  (as  specified in such  opinion)  which can be marketed at a
price reasonably related to the then current market value of such securities and
without materially and adversely affecting such offering, then the rights of the
Company,  the  Holder  of  Registrable  Securities  and  the  holders  of  other
securities  having the right to include such securities in such  registration to
participate in such offering shall be as follows:

          If such  registration  shall have been  proposed (A) by the Company or
     (B) by the holders of other  securities  of the Company  exercising  demand
     registration  rights, in the case of (A): (i) the Company shall be entitled
     to participate  in such  registration  first;  (ii) then the Holders of the
     Registrable   Securities   under  this  Agreement   shall  be  entitled  to
     participate;  (iii) then the holders of other securities (pro rata based on
     the number of  securities  held by each  other  security  holder)  shall be
     entitled to  participate;  and,  in the case of (B),  (i) if the demand was
     proposed by the holders of other securities registrable, holders shall have
     the first  priority  to  participate  in such  registration,  (ii) then the
     Holders of the Registrable Securities under this Agreement,  and (iii) then
     the other  security  holders of the Company (in each case,  pro rata within
     each such group of security holders, based on the number of securities held
     by each  such  security  holder).  If such  registration  shall  have  been
     requested  by the  Demand  Holder of  Registrable  Securities  pursuant  to
     Section 2.1  hereof,  (i) such Holder of  Registrable  Securities  shall be
     entitled to participate in such registration (ii) then the holders of other
     registrable   Securities   shall  be  entitled  to   participate   in  such
     registration  (pro rata based on the number of securities held by each such
     security  holder);  and  then  (iii)  the  Company  shall  be  entitled  to
     participate  in such  registration,  in each  case  with  further  pro rata
     allocations  to the extent any such person has  requested  registration  of
     fewer  securities  than such person is entitled to have  registered so that
     the number of  securities  to be  included  in such  registration  will not
     exceed the Maximum Amount;

and no securities  (issued or unissued) other than those registered and included
in the underwritten offering shall be offered for sale or other disposition in a
transaction  which would  require  registration  under the  Securities  Act (but
excluding any issuance of shares pursuant to  registrations  on Form S-4 or Form
S-8 or any successor form or other forms not available for  registering  capital
stock for sale to the public at large) until the expiration of 90 days after the
effective date of the  Registration  Statement in which  Registrable  Securities
were  included  pursuant  to  Section  2.2  or  such  shorter  period  as may be
acceptable to the Company and the Holder of the Registrable Securities

     SECTION  2.6.   Termination  of  Rights.   Notwithstanding   the  foregoing
provisions of this Article II, the rights to registration  shall terminate as to
any particular Registrable Securities when (a) a Registration Statement covering
such  Registrable  Securities has been declared  effective and such  Registrable
Securities have been disposed of in accordance with such effective  Registration
Statement,  (b)  written  opinion(s),   to  the  effect  that  such  Registrable
Securities  may  be  sold  without  registration  under  the  Securities  Act or
applicable state law and without restriction as to the volume and timing of such
sale,  shall  have  been  received  from  counsel  for  the  Company  reasonably
acceptable to the Holder of a majority of such Registrable Securities, (c) after
five years from the date of this  Agreement or (d) such  Registrable  Securities
have been sold through a broker,  dealer or underwriter in a public distribution
or  a  public  securities   transaction  in  which  the  transferee  receives  a
certificate without a restrictive legend.

     SECTION 2.7.  Rule 144. The Company  shall file the reports  required to be
filed by it under the  Securities  Act and the  Securities  Exchange Act and the
rules and  regulations  promulgated  thereunder  and so long as the  Company  is
obligated to file periodic reports under the Securities  Exchange Act, will take
such further  actions as any Holder of  Registrable  Securities  may  reasonably
request,  all to the extent  required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act within
the  limitations of the exemption  provided by Rule 144. Upon the request of any
Holder of  Registrable  Securities,  the Company  shall deliver to such Holder a
written statement as to whether it has complied with such requirements.

     SECTION  2.8.  Indemnification.  In the  event of any  registration  of any
Registrable Securities under the Securities Act pursuant to this Agreement,  the
Company  will,  and hereby does,  indemnify  and hold  harmless,  to the fullest
extent  permitted by law, the seller of any  Registrable  Securities  covered by
such Registration  Statement,  its directors and officers or general and limited
partners (and the directors and officers thereof) and each other person, if any,
who  controls  such seller  within the meaning of the  Securities  Act (each,  a
"Person"), against any and all losses, claims, damages or liabilities,  joint or
several,  and  expenses  (including  fees of counsel and any amounts paid in any
settlement  approved by the Company (which  approval  shall not be  unreasonably
withheld  or  delayed))  to which  such  Person  may  become  subject  under the
Securities Act, common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions or proceedings,  whether commenced or threatened,  in
respect  thereof),  or  expenses  arise out of or are based  upon (i) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
Registration  Statement under which such  securities  were registered  under the
Securities  Act or the omission or alleged  omission to state therein a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  (ii) any untrue  statement  or alleged  untrue  statement of a
material  fact  contained  in  any  preliminary,  final  or  summary  Prospectus
(together with the documents incorporated by reference therein or filed with the
Commission in  connection  therewith)  and any  amendment  thereof or supplement
thereto,  or the omission or alleged  omission to state  therein a material fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading  or (iii) any  violation  by the Company of any federal or state law,
rule or regulation  applicable to the Company and relating to action required of
or inaction by the Company in  connection  with any such  registration,  and the
Company will reimburse such Person on demand for any legal or any other expenses
incurred by it in  connection  with  investigating  or defending  any such loss,
claim, liability,  action or proceeding;  provided that the Company shall not be
liable to any such  Person in any such case to the  extent  that any such  loss,
claim,  damage,  liability  (or  action  or  proceeding,  whether  commenced  or
threatened,  in respect  thereof) or expense  arises out of or is based upon (i)
any untrue statement or alleged untrue statement or omission or alleged omission
made in such Registration  Statement or amendment thereof or supplement  thereto
or in any such preliminary,  final or summary Prospectus in reliance upon and in
conformity with information  furnished to the Company in writing by or on behalf
of any such seller or any such director,  officer,  general or limited  partner,
underwriter,  independent  underwriter,  director  or officer or partner of such
underwriter or independent underwriter or controlling person,  expressly for use
in the  preparation  thereof or (ii) the  failure of any such seller or any such
director,  officer,  general  or  limited  partner,   underwriter,   independent
underwriter  or  controlling  person,  to  comply  with  any  legal  requirement
applicable  to it to  deliver  a copy  of a  Prospectus  or any  supplements  or
amendments  thereto after the Company has made such documents  available to such
Persons. Such indemnity and reimbursement of expenses shall remain in full force
and effect following the transfer of such securities by such seller.

          (a)  The  Company,   as  a  condition  to  including  any  Registrable
     Securities in any  Registration  Statement  filed in  accordance  with this
     Agreement, shall have received an undertaking reasonably satisfactory to it
     from  the  prospective  seller  of  such  Registrable  Securities  and  any
     underwriter or independent underwriter,  to indemnify and hold harmless (in
     the same  manner and to the same  extent as set forth in  paragraph  (a) of
     this Section 2.8) the Company and its  directors and officers and all other
     prospective  sellers  and their  directors,  officers,  general and limited
     partners  and  respective  controlling  Persons  (within the meaning of the
     Securities  Act) with respect to any  statement or alleged  statement in or
     omission  or  alleged  omission  from  such  Registration  Statement,   any
     preliminary,   final  or  summary  Prospectus  contained  therein,  or  any
     amendment or supplement  thereto, if such statement or alleged statement or
     omission or information has been furnished in writing to the Company or its
     representative by or on behalf of such seller or underwriter  expressly for
     use in the preparation of such Registration Statement,  preliminary,  final
     or summary Prospectus or amendment or supplement;  provided,  however, that
     the aggregate  amount which any such seller or prospective  seller shall be
     required to pay pursuant to such undertaking shall be limited to the amount
     of  the  net  proceeds  received  by  such  Person  upon  the  sale  of the
     Registrable  Securities pursuant to the Registration  Statement giving rise
     to such  claim.  Such  indemnity  shall  remain in full  force  and  effect
     following the transfer of such securities by such seller.

          (b)  As  soon  as  possible  after  receipt  by an  indemnified  party
     hereunder of written notice of the commencement of any action or proceeding
     with respect to which a claim for  indemnification  may be made pursuant to
     this  Section  2.8,  such  indemnified  party  will,  if a claim in respect
     thereof is to be made against an indemnifying party, give written notice to
     the latter of the commencement of such action; provided that the failure of
     any  indemnified  party to give notice as provided herein shall not relieve
     the indemnifying party of its obligations under the preceding paragraphs of
     this  Section  2.8,  except to the extent  that the  indemnifying  party is
     actually  prejudiced  by such failure to give notice.  If any such claim or
     action shall be brought against an indemnified  party,  and it shall notify
     the indemnifying party thereof, the indemnifying party shall be entitled to
     participate  therein,  and, to the extent that it wishes,  jointly with any
     other similarly notified  indemnifying party, to assume the defense thereof
     with counsel  reasonably  satisfactory to the indemnified  party;  provided
     that the  indemnifying  party shall not be entitled to so participate or so
     assume the defense if, in the indemnified  party's reasonable  judgment,  a
     conflict of interest  between the  indemnified  party and the  indemnifying
     party  exists or may exist in respect of such claim.  After notice from the
     indemnifying  party to such indemnified party of its election to assume the
     defense of such claim or action, the indemnifying party shall not be liable
     to the  indemnified  party  under this  Section  2.8 for any legal or other
     expenses  subsequently incurred by the indemnified party in connection with
     the defense thereof unless the indemnifying  party has failed to assume the
     defense of such claim or to employ counsel reasonably  satisfactory to such
     indemnified  party;  provided that the  indemnified  parties shall have the
     right to employ one counsel (in each case together with  appropriate  local
     counsel)  (such  counsel to be  selected by the Holder of a majority of the
     Registrable  Securities  included in such  registration)  to represent such
     indemnified parties if, in such indemnified parties' reasonable judgment, a
     conflict of interest  between the indemnified  parties and the indemnifying
     parties exists or may exist in respect of such claim, and in that event the
     fees and expenses of such separate counsel shall be paid as incurred by the
     indemnifying  party;  and  provided,  further,  that if, in the  reasonable
     judgment of any of the indemnified  parties, a conflict of interest between
     such  indemnified  parties,  and any other  indemnified  parties  exists in
     respect of such  claim,  such  indemnified  parties  shall be  entitled  to
     additional  counsel  or  counsels  and  the  indemnifying  party  shall  be
     obligated  to pay the fees  and  expenses  of such  additional  counsel  or
     counsels.  No  indemnifying  party will consent to entry of any judgment or
     enter into any settlement which does not include as an  unconditional  term
     thereof the giving by the claimants or plaintiffs to such indemnified party
     of an unconditional  release from all liability in respect to such claim or
     litigation.  No  indemnifying  party  will be  liable  for  any  settlement
     effected  without its prior  written  consent,  which  consent  will not be
     unreasonably withheld or delayed.

          (c)  Indemnification  similar  to  that  specified  in  the  preceding
     paragraphs of this Section 2.8 (with  appropriate  modifications)  shall be
     given by the Company and each seller of Registrable Securities with respect
     to any required registration or other qualification of securities under any
     state securities and "blue sky" laws.

          (d)  If  the  indemnification  provided  for in  this  Section  2.8 is
     unavailable or  insufficient  to hold harmless an  indemnified  party under
     Section 2.8(a) or (b) of this Agreement, then each indemnifying party shall
     contribute  to the amount  paid or payable by such  indemnified  party as a
     result of the losses, claims, damages or liabilities referred to in Section
     2.8(a) or (b) in such  proportion as is appropriate to reflect the relative
     fault of the indemnifying  party on the one hand and the indemnified  party
     on the other hand in connection with statements or omissions which resulted
     in such  losses,  claims,  damages  or  liabilities,  as well as any  other
     relevant equitable  considerations.  The relative fault shall be determined
     by reference to, among other things,  whether the untrue or alleged  untrue
     statement of a material fact or other omission or alleged omission to state
     a material fact relates to information  supplied by the indemnifying  party
     or the  indemnified  party and the  parties'  relative  intent,  knowledge,
     access to  information  and  opportunity  to correct or prevent such untrue
     statements or omission.  The parties hereto agree that it would not be just
     and equitable if  contributions  pursuant to this Section 2.8(d) were to be
     determined  by pro rata  allocation  or by any other  method of  allocation
     which does not take account of the equitable  considerations referred to in
     the  first  sentence  of  this  Section  2.8(d).  The  amount  paid  by  an
     indemnified party as a result of the losses, claims, damages or liabilities
     referred to in the first sentence of this Section 2.8(d) shall be deemed to
     include any legal or other expenses reasonably incurred by such indemnified
     party in  connection  with  investigating  or defending any action or claim
     (which shall be limited as provided in Section  2.8(c) if the  indemnifying
     party has assumed the  defense of any such  action in  accordance  with the
     provisions  thereof) which is the subject of this Section 2.8(d). 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.  Promptly  after
     receipt by an indemnified  party under this Section 2.8(d) of notice of the
     commencement  of any action  against such party in respect of which a claim
     for  contribution  may be made  against an  indemnifying  party  under this
     Section 2.8(d),  such indemnified party shall notify the indemnifying party
     in writing of the  commencement  thereof if the notice specified in Section
     2.8(c) has not been given with  respect to such action;  provided  that the
     omission  so to  notify  the  indemnifying  party  shall  not  relieve  the
     indemnifying  party from any liability which it may have to any indemnified
     party otherwise  under this Section  2.8(d),  except to the extent that the
     indemnifying  party is actually  prejudiced by such failure to give notice.
     Notwithstanding  anything  in  this  Section  2.8(d)  to the  contrary,  no
     indemnifying  party (other than the Company) shall be required  pursuant to
     this  Section  2.8(d) to  contribute  any amount in excess of the  proceeds
     received by such indemnifying party from the sale of Registrable Securities
     in the offering to which the losses,  claims, damages or liabilities of the
     indemnified parties relate.

          (e) The  provisions  of this  Section  2.8 shall be in addition to any
     other rights to indemnification or contribution which any indemnified party
     may have  pursuant  to law or contract  and shall  remain in full force and
     effect  following  the transfer of the  Registrable  Securities by any such
     party.


                                  ARTICLE III

                         CHANGES IN COMPANY COMMON STOCK

     If, and as often as, there is any change in the Company  Common Stock or of
any other  securities into which such Company Common Stock has been converted or
changed or by way of a  combination  or  reclassification,  or through a merger,
consolidation,  reorganization  or  recapitalization,  or by  any  other  means,
appropriate adjustment shall be made in the provisions hereof so that the rights
and  privileges  granted hereby to the Holder shall continue with respect to the
Registrable Securities as so changed.


                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The  Company  represents  and  warrants  to the  Holder of the  Registrable
Securities as of the date of this Agreement as follows:

          (a) Due Authorization. The execution, delivery and performance of this
     Agreement by the Company has been duly authorized by all requisite action.

     (b) Binding Obligation. This Agreement has been duly executed and delivered
by the Company and  constitutes the legal,  valid and binding  obligation of the
Company.

     (c) No Violation. The execution, delivery and performance of this Agreement
and the consummation of the transactions  contemplated  herein by the Company do
not  violate any  provision  of law,  any order of any court or other  agency of
government,  any organizational  document of the Company or any provision of any
material indenture, agreement or other instrument to which the Company or any of
its properties or assets is bound,  or conflict  with,  result in a breach of or
constitute  (with due notice or lapse of time or both) a default  under any such
indenture, agreement or other instrument or result in the creation or imposition
of any lien,  charge or  encumbrance  of any nature  whatsoever  upon any of the
properties or assets of the Company which violation, conflict, breach or default
or lien, charge, restriction or encumbrance would have a material adverse effect
on the business,  condition (financial or otherwise) or results of operations of
the Company taken as a whole.

     (d)  Government  Action.  No action has been taken and no statute,  rule or
regulation or order has been enacted, no injunction,  restraining order or order
of any  nature  has  been  issued  by a  federal  or state  court  of  competent
jurisdiction  and no action,  suit or proceeding is pending against or affecting
or  threatened  against,  the  Company  before  any court or  arbitrator  or any
governmental body, agency or official which, if adversely  determined,  would in
any manner draw into question the validity of this Agreement. Other than filings
required  with the  Commission  and under state  securities  laws,  no action or
approval by, or filing or registration with, any court or governmental agency or
body is required for the consummation of the  transactions  contemplated by this
Agreement by the Company.


                                   ARTICLE V

                              BENEFITS OF AGREEMENT

     The  obligations  of the Company  under this  Agreement  shall inure to the
benefit of, and be  enforceable  by, the Holder and its  successors  and assigns
without any further action on the part of any party hereto.


                                   ARTICLE VI

                                  MISCELLANEOUS

     SECTION  6.1.   Notices.   All  notices,   requests,   consents  and  other
communications  provided  for herein  shall be in writing and shall be effective
upon  delivery  in  person,  faxed or  telecopied,  or  mailed by  certified  or
registered  mail,  return  receipt  requested,  postage  pre-paid,  addressed as
follows:

          (i) if to the Company,  to Dynamic  Materials  Corporation,  551 Aspen
     Ridge Drive, Lafayette,  Colorado 80026, Attention:  Secretary,  fax: (303)
     604-1897;  with a copy to John McCabe,  Esq.,  Davis,  Graham & Stubbs LLP,
     4410 Arapahoe  Avenue,  Suite 200,  Boulder,  Colorado  80303,  fax:  (303)
     893-1379;

          (ii) if to the Holder or any other Holder of  Registrable  Securities,
     at such  address as may have been  furnished  to the  Company in writing by
     such Holder;

or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a Holder of Registrable Securities) or
to the  Holder  of  Registrable  Securities  (in  the  case of the  Company)  in
accordance with the provisions of this paragraph.

     SECTION  6.2.  Waivers;  Amendments.  No  failure or delay of any Holder of
Registrable Securities or the Company in exercising any power or right hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such  right or  power,  or any  abandonment  or  discontinuance  of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of such Holder
and the Company are cumulative and not exclusive of any rights or remedies which
it would  otherwise  have.  The  provisions  of this  Agreement  may be amended,
modified or waived with (and only with) the written consent of the Company and a
majority of the Holders of  Registrable  Securities  outstanding  (exclusive  of
Registrable  Securities then owned by the Company or any subsidiary thereof). No
notice or demand on the  Company in any case shall  entitle  the  Company to any
other or  further  notice or  demand  in  similar  or other  circumstances.  The
foregoing notwithstanding, this Agreement may not be amended in a manner adverse
to the rights of any Holder without the consent of such Holder.

     SECTION 6.3. Governing Law. This Agreement shall be construed in accordance
with  and  governed  by the laws of the  State of  Delaware  without  regard  to
principles of conflicts of law.

     SECTION 6.4. Survival of Agreements;  Representations and Warranties,  etc.
All warranties,  representations  and covenants made by the Company herein or in
any  certificate  or  other  instrument  delivered  by it or on  its  behalf  in
connection  with this Agreement  shall be considered to have been relied upon by
the Holder of Registrable Securities and shall continue in full force and effect
so long as this Agreement is in effect regardless of any  investigation  made by
such Holder.  All statements in any such  certificate or other  instrument shall
constitute representations and warranties hereunder.

     SECTION 6.5.  Covenants to Bind Successors and Assigns.  All the covenants,
stipulations,  promises  and  agreements  in this  Agreement  contained by or on
behalf of the parties hereto shall bind their successors and assigns, whether so
expressed or not.

     SECTION  6.6.  Severability.  In case  any  one or  more of the  provisions
contained in this Agreement shall be invalid,  illegal or  unenforceable  in any
respect,  the validity,  legality and enforceability of the remaining provisions
contained  herein  and  therein  shall not in any way be  affected  or  impaired
thereby.  The parties shall endeavor in good faith  negotiations  to replace the
invalid,  illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible  to that of the  invalid,  illegal or
unenforceable provisions.

     SECTION 6.7.  Section  Headings.  The section  headings used herein are for
convenience  of reference  only,  are not part of this  Agreement and are not to
affect the construction of or be taken into  consideration in interpreting  this
Agreement.

     SECTION 6.8. Counterparts.  This Agreement may be executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     SECTION 6.9.  Termination.  The  obligations of the Company to register the
Registrable Securities hereunder shall terminate in accordance with the terms of
this Agreement.

     SECTION 6.10. Complete Agreement.  This document and the documents referred
to herein contain the complete  agreement  between the parties and supersede any
prior  understandings,  agreements or representations by or between the parties,
written or oral, which may have related to the subject matter hereof in any way,
and any other  agreements or  understandings  as to securities  registration  or
similar rights among the parties hereto are hereby terminated.

     SECTION 6.11. No Inconsistent  Agreements.  The Company has not previously,
and will not hereafter,  enter into any agreement with respect to its securities
with any person which grants such person  rights that are  inconsistent  with or
superior to the rights granted to the Holder in this Agreement.


<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have entered into this Agreement as
of the date first set forth above.

DYNAMIC MATERIALS CORPORATION

By: /s/ Joseph Allwein
    -------------------------
    Name:  Joseph Allwein
    Title: President

SNPE, Inc.                                      WITNESS
                                                SNPE, S.A.


By: /s/ Bernard Fontana                         By: /s/ Michel Philippe
    -------------------------                       ----------------------------
    Name:  Bernard Fontana                          Name:  Michel Philippe
    Title: President                                Title: Senior Vice President
                                                           of Financial and
                                                           Legal Affairs