Registration Rights Agreement



REGISTRATION RIGHTS
AGREEMENT 



        THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
September 2, 2003 by and among E-LOAN, INC., a Delaware corporation (the
“Company”), and the parties referred to as “Investors” on the
signature page(s) of this Agreement (each, an “Investor” and collectively, the
“Investors”). 



R E C I T A L S: 




        WHEREAS,
the Investors previously entered into a Restated Investor Rights Agreement dated August
20, 1999 (the “Investor Rights Agreement”); and 



        WHEREAS,
the Investors have purchased pursuant to the exercise of a Put Option Agreement dated
August 31, 1998 between the Investors and Christian Larsen an aggregate of 378,549 shares
(the “Put Shares”) of the Company’s common stock (“Common
Stock”); and 



        WHEREAS,
a dispute has arisen between the parties regarding the obligation of the Company to
register the Put Shares pursuant to the Investor Rights Agreement; and 



        WHEREAS,
the parties desire to resolve such dispute pursuant to the terms and conditions
hereinafter set forth; 



        NOW,
THEREFORE, in consideration of the mutual promises, representations, warranties and
conditions set forth in this Agreement, the parties hereto, intending to be legally bound,
hereby agree as follows: 



A G R E E M E N T: 



         1.       
          Definitions. For purposes of this Agreement, in addition to the
          definitions set forth above and elsewhere herein, the following terms shall have
          the following respective meanings: 



        “Put
Shares” shall mean the 378,549 shares of the Company’s common stock referred
to in the second recital to this Agreement. 



        “Commission”
shall mean the United States Securities and Exchange Commission and any successor agency. 



        “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. 



        “Person”
shall mean an individual, corporation, partnership, limited partnership, syndicate, person
(including, without limitation, a “person” as defined in Section 13(d)(3)
of the Exchange Act), trust, association or entity or government, political subdivision,
agency or instrumentality of a government. 



        “Register,”
“registered” and “registration” shall refer to a
registration effected by preparing and filing a registration statement or similar document
in compliance with the Securities Act and the declaration or ordering of effectiveness of
such registration statement or document. 



        “Registrable
Put Shares” shall mean (a) the Put Shares (b) any shares of Common
Stock or other capital stock issued as a dividend, or other distribution with respect to,
or in exchange for, or in replacement of, any of the Put Shares, and (c) any shares
of capital stock issued by way of a stock split of the Put Shares. For purposes of this
Agreement, any Registrable Put Shares shall cease to be Registrable Put Shares when
(i) a registration statement covering such Registrable Put Shares has been declared
effective and such Registrable Put Shares have been disposed of pursuant to such effective
registration statement, or (iii) all such Registrable Put Shares may be sold by any
and all Investors pursuant to Rule 144(k) (or any similar provision then in force, but not
Rule 144A) under the Securities Act without registration under the Securities Act. 



        “Securities
Act” shall mean the Securities Act of 1933, 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. 



         2.       
          Restrictive Legend. Each certificate representing Put Shares shall,
          except as otherwise provided in this Section 2, be stamped or otherwise
          imprinted with a legend substantially in the following form: 



	 	
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. ANY SALE, TRANSFER,
PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A TRANSACTION REGISTERED UNDER
SAID ACT OR (ii) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE AND THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT REASONABLY SATISFACTORY TO IT. 





A certificate shall not bear such
legend if in the opinion of counsel satisfactory to the Company, or the Company shall
determine, that the securities being sold thereby may be publicly sold without
registration under the Securities Act or the transfer of such securities is permitted
under the provisions of Rule 144(k) or Rule 144A (or any rule permitting public
sale without registration under the Securities Act). 







         3.       
               Registration. Promptly following the date of this Agreement, the Company
               shall use its reasonable best efforts to prepare and file with the Commission a
               registration statement on Form S-3 or any successor thereto, signed,
               pursuant to Section 6(a) of the Securities Act, by the officers and
               directors of the Company, with respect to the Registrable Put Shares. The
               Company assumes no financial responsibility for any delay for any reason in the
               registration becoming effective. The Investors acknowledge and agree that the
               Company makes no representation or warranty when or whether the registration
               will become effective. In connection with this Section 3, the Company
               shall: 






          	 	(a) 	
               use reasonable best efforts to cause such registration statement to become
               effective as promptly as possible and to remain effective through and including
               the earlier of (i) the time when all of the Registrable Put Shares have
               been sold pursuant to such registration statement or (ii) the time when all
               of the Investors can sell all of the Registrable Put Shares pursuant to
               Rule 144(k) (or any similar provision then in force, but not
               Rule 144A) under the Securities Act without registration under the
               Securities Act. 






          	 	(b) 	
               prepare and file with the Commission such amendments and supplements to such
               registration statement, signed, pursuant to Section 6(a) of the Securities
               Act, by the officers and directors of the Company, and the prospectus used in
               connection therewith as may be necessary to comply with the provisions of the
               Securities Act with respect to the disposition of all Registrable Put Shares
               covered by such registration statement; 


               



          	 	(c) 	
               furnish to the Investors such numbers of copies of the registration statement
               and the prospectus included therein (including each preliminary prospectus and
               any amendments or supplements thereto) in conformity with the requirements of
               the Securities Act and such other documents and information as they may
               reasonably request; 


               



          	 	(d) 	
               use its reasonable best efforts to register or qualify the Registrable Put
               Shares covered by such registration statement under such other securities or
               blue sky laws of such jurisdictions within the United States and Puerto Rico as
               required by law for the distribution of the Registrable Put Shares covered by
               the registration statement; provided, however, that the Company shall not be
               required in connection therewith or as a condition thereto to qualify to do
               business in or to file a general consent to service of process in any
               jurisdiction wherein it would not but for the requirements of this paragraph
               (d) be obligated to do so; and provided, further, that the Company shall
               not be required to qualify such Registrable Put Shares in any jurisdiction in
               which the securities regulatory authority requires that any Investor submit any
               shares of its Registrable Put Shares to the terms, provisions and restrictions
               of any escrow, lockup or similar agreement(s) for consent to sell Registrable
               Put Shares in such jurisdiction unless such Investor agrees to do so; 


               



          	 	(e) 	
               promptly notify each Investor for whom such Registrable Put Shares is covered by
               such registration statement, at any time when a prospectus relating thereto is
               required to be delivered under the Securities Act, of the happening of any event
               as a result of which the prospectus included in such registration statement, 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 not misleading in light of the circumstances under which they
               were made, and at the request of any such Investor promptly prepare and furnish
               to such Investor a reasonable number of copies of a supplement to or an
               amendment of such prospectus as may be necessary so that, as thereafter
               delivered to Investors of such securities, such prospectus shall not include any
               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 not misleading in
               light of the circumstances under which they were made; 


               



          	 	(f) 	
               enter into customary agreements and take such other actions as are reasonably
               required in order to expedite or facilitate the disposition of the Registrable
               Put Shares to be so included in the registration statement; 


               



          	 	(g) 	
               otherwise use its reasonable best efforts to comply with all applicable rules
               and regulations of the Commission; 


               



          	 	(h) 	
               use its reasonable best efforts to list the Registrable Put Shares covered by
               such registration statement with any securities exchange on which the
               Company’s Common Stock is then listed; and 


               



          	 	(i) 	
               after the effectiveness of the registration statement, cooperate with the
               Investors to facilitate the timely preparation and delivery of certificates
               representing the Registrable Put Shares to be sold, which certificates shall not
               bear any restrictive legends other than legends which require a prospectus to be
               delivered in connection with any sale thereof. 


               



     4.        Suspension
of Trading. Notwithstanding any other provision of this Agreement, the
Company shall have the right at any time to require that all Investors
suspend further open market offers and sales of Registrable Put Shares
whenever, and for so long as, in the reasonable judgment of the Company in
good   faith based upon the advice of counsel, there is in existence
material undisclosed information or events with respect to the Company
(the “Suspension Right”) such that the registration
statement would   contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make
the statements therein  not misleading in light of the circumstances under
which they were made. In the  event the Company exercises the Suspension
Right, such suspension will continuefor such period of time reasonably
necessary for disclosure to occur at a time  that is not materially
detrimental to the Company or until such time as the registration
statement does not include any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances
underwhich they were made, each as determined in good faith by the
Company. The Company will promptly give the Investors notice, in a writing
signed by an executive officer of the Company, of any exercise of the
Suspension Right. The Company agrees to notify the Investors promptly upon
termination of the Suspension Right.  




    5.        Furnish
Information. It shall be a condition precedent to the obligations                of
the Company to take any action pursuant to this Agreement that the Investors
shall furnish to the Company such information regarding themselves, the
Registrable Put Shares held by them, and the intended method of
disposition of  such securities as the Company shall reasonably request and
as shall be required  in connection with the action to be taken by the
Company.  



            6.        Expenses
of Registration. All expenses incurred in connection with the
               registration pursuant to this Agreement, including without limitation all
               registration, filing and qualification fees, word processing, duplicating,
               printers’ and accounting fees (including the expenses of any special
audits                or “cold comfort” letters required by or incident to such
performance                and compliance), fees of the National Association of
Securities Dealers, Inc. or                listing fees, messenger and delivery expenses,
all fees and expenses of                complying with state securities or blue sky laws,
all fees and disbursements of                counsel for the Company, all costs of
internal Company personnel (billed at 150%                of direct personnel costs),
shall be paid by the Investors in proportion to                their pro rata portion of
the Registrable Put Shares covered by such                registration. The parties agree
that all underwriting discounts and commissions                shall be the
responsibility of the Investors. In the event that the registration                shall
cover shares of Common Stock in addition to the Registrable Put
               Securities, the Investors shall be responsible only for their pro-rata
portion                of all Common Stock covered by such registration. The Company
shall have no                obligation to cause any registration to become effective
until it shall be                satisfied in its sole discretion that such expenses have
been paid by the                Investors or adequately provided for.  



            7.        Indemnification.  



          		    (a)       
               To the extent permitted by applicable law, the Company shall indemnify and hold
               harmless each Investor, such Investor’s directors and officers, any
               underwriter (as defined in the Securities Act), and each person, if any, who
               controls such Investor or underwriter within the meaning of the Securities Act,
               against any losses, claims, damages or liabilities, joint or several, to which
               they may become subject under the Securities Act or any other applicable state
               or federal law, insofar as such losses, claims, damages or liabilities (or
               proceedings in respect thereof) arise out of or are based on any untrue or
               alleged untrue statement of any material fact contained in such registration
               statement on the effective date thereof (including any prospectus filed under
               Rule 424 under the Securities Act or any amendments or supplements thereto)
               or arise out of or are based upon 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, and shall reimburse each such Investor, such
               Investor’s directors and officers, such underwriter or controlling person
               for any legal or other expenses reasonably incurred by them in connection with
               investigating or defending any such loss, claim, damage, liability or action;
               provided, however, that the indemnity agreement contained in this
               Section 7(a) shall not apply to amounts paid in settlement of any such
               loss, claim, damage, liability or action if such settlement is effected without
               the consent of the Company (which consent shall not be unreasonably withheld);
               provided, further, that the Company shall not be liable to any Investor, such
               Investor’s directors and officers, underwriter or controlling person in any
               such case for any such loss, claim, damage, liability or action to the extent
               that it arises out of or is based upon an untrue statement or alleged untrue
               statement or omission or alleged omission made in connection with such
               registration statement, preliminary prospectus, final prospectus or amendments
               or supplements thereto, in reliance upon and in conformity with written
               information furnished expressly for use in connection with such registration by
               any such Investor, such Investor’s directors and officers, underwriter or
               controlling person. Such indemnity shall remain in full force and effect
               regardless of any investigation made by or on behalf of any such Investor, such
               Investor’s directors and officers, underwriter or controlling person, and
               shall survive the transfer of the Registrable Put Shares by such Investor. 



               



          		    (b)       
               To the extent permitted by applicable law, each Investor shall indemnify and
               hold harmless the Company, each of its directors and officers, each person, if
               any, who controls the Company within the meaning of the Securities Act, and any
               underwriter (within the meaning of the Securities Act) for the Company against
               any losses, claims, damages or liabilities, joint or several, to which the
               Company or any such director, officer, controlling person or underwriter may
               become subject, under the Securities Act or any other applicable state or
               federal law, insofar as such losses, claims, damages or liabilities (or
               proceedings in respect thereof) arise out of or are based upon any untrue
               statement or alleged untrue statement of any material fact contained in such
               registration statement on the effective date thereof (including any prospectus
               filed under Rule 424 under the Securities Act or any amendments or
               supplements thereto) or arise out of or are based upon 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, in each case to the
               extent, but only to the extent, that such untrue statement or alleged untrue
               statement or omission or alleged omission was made in such registration
               statement in reliance upon and in conformity with written information furnished
               expressly by or on behalf of such Investor for use in connection with such
               registration; and each such Investor shall reimburse any legal or other expenses
               reasonably incurred by the Company or any such director, officer, controlling
               person, agent or underwriter (but not in excess of expenses incurred in respect
               of one counsel and one local counsel for all of them unless, in the reasonable
               judgment to of an indemnified party, there is a conflict of interest between any
               indemnified parties, which indemnified parties may be represented by separate
               counsel and local counsel) in connection with investigating or defending any
               such loss, claim, damage, liability or action; provided, however, that the
               indemnity agreement contained in this Section 7(b) shall not apply to
               amounts paid in settlement of any such loss, claim, damage, liability or action
               if such settlement is effected without the consent of such Investor (which
               consent shall not be unreasonably withheld), and provided, further, that the
               liability of each Investor hereunder shall be limited to the proportion of any
               such loss, claim, damage, liability or expense which is equal to the proportion
               that the net proceeds from the sale of the shares sold by such Investor under
               any such registration statement bears to the total net proceeds from the sale of
               all securities sold thereunder. 



               



          		    (c)       
               Promptly after receipt by an indemnified party under this Section of notice of
               the commencement of any action, such indemnified party shall, if a claim in
               respect thereof is to be made against any indemnifying party under this Section,
               notify the indemnifying party in writing of the commencement thereof and the
               indemnifying party shall have the right to participate in and assume the defense
               thereof with counsel selected by the indemnifying party and reasonably
               satisfactory to the indemnified party; provided, however, that the exercise of
               the foregoing right shall be conditioned upon the written acknowledgment of the
               indemnifying party to the indemnified party of the indemnifying party’s
               obligation hereunder to indemnify the indemnified party for any losses arising
               from such action; and provided further, that in such event, the indemnified
               party shall have the right to retain its own counsel and local counsel, with all
               fees and expenses thereof to be paid by such indemnified party, and to be
               apprised of all progress in any proceeding the defense of which has been assumed
               by the indemnifying party. The failure to notify an indemnifying party promptly
               of the commencement of any such action, shall only release the indemnifying
               party from any of its obligations under this Section 7(c) if, and only to
               the extent that, such indemnifying party is materially prejudiced by such
               failure, but the omission to so notify the indemnifying party will not relieve
               it of any liability that it may have to any indemnified party otherwise than
               under this Section. 



               



          		    (d)       
               To the extent any indemnification by an indemnifying party is prohibited or
               limited by law, the indemnifying party, in lieu of indemnifying such indemnified
               party, shall contribute to the amount paid or payable by such indemnified party
               as a result of such losses, claims, damages or liabilities in such proportion as
               is appropriate to reflect the relative fault of the indemnifying party and
               indemnified party in connection with the actions which resulted in such losses,
               claims, damages or liabilities, as well as any other relevant equitable
               considerations. The relative fault of such indemnifying party and indemnified
               party shall be determined by reference to, among other things, whether any
               action in question, including any untrue or alleged untrue statement of material
               fact or omission or alleged omission to state a material fact, has been made by,
               or relates to information supplied by, such indemnifying party or indemnified
               party, and the parties’ relative intent, knowledge, access to information
               and opportunity to correct or prevent such action. The amount paid or payable by
               a party as a result of the losses, claims, damages or liabilities referred to
               above shall be deemed to include any legal or other fees or expenses reasonably
               incurred by such party in connection with any investigation or proceeding. 



               



        The
parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 7(d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. 



         8.       
          Transfer of Registration Rights. The registration rights provided for in
          this Agreement may not be transferred or assigned. 



         9.       
          Successors and Assigns. Except as otherwise expressly provided herein,
          the terms and conditions of this Agreement shall inure to the benefit of and be
          binding upon the respective successors and assigns of the parties hereto. Except
          as expressly provided in this Agreement, nothing in this Agreement, express or
          implied, is intended to confer upon any person other than the parties hereto or
          their respective successors and assigns any rights, remedies, obligations, or
          liabilities under or by reason of this Agreement. 



         10.       
          Counterparts; Titles. This Agreement may be executed and delivered
          (including by facsimile transmission) in one or more counterparts, and by the
          different parties hereto in separate counterparts, each of which shall be deemed
          to be an original, but all of which taken together shall constitute one and the
          same agreement. The titles of the Sections of this Agreement are used for
          convenience only and are not to be considered in construing or interpreting this
          Agreement. 



         11.       
          Notices. Any notice required or permitted under this Agreement shall be
          in writing and shall be delivered in person or mailed by certified or registered
          mail, return receipt requested, overnight courier or facsimile, directed to
          (a) the Investors at c/o Sequoia Capital, Building Four, Suite 280, 3000
          Sand Hill Road, Menlo Park, CA 94025, Attn: Melinda Dunn, facsimile (650)
          854-2977, with a copy to Jones Day at 2882 Sand Hill Road; Suite 240, Menlo
          Park, California 94025, Attn R. Todd Johnson, Esq. or (b) to the Company at
          E-Loan, Inc., 5875 Arnold Road, Suite 100 Dublin, CA 94568, Attn: Matthew
          Roberts, facsimile (925) 556-2178, with a copy to Allen Matkins Leck Gamble
          & Mallory, LLP. Attn: Roger S. Mertz, Esq., facsimile (415) 837-1516, or, in
          any such case, at such other address or addresses as shall have been furnished
          in writing by such party to the others. The giving of any notice required
          hereunder may be waived in writing by the parties hereto. Every notice or other
          communication hereunder shall be deemed to have been duly given or served on the
          date on which personally delivered, or on the date actually received. 



         12.       
          Amendments and Waivers. Any provision of this Agreement may be amended
          and the observance of any provision of this Agreement may be waived (either
          generally or in a particular instance and either retroactively or
          prospectively), only with the written consent of the Company and the Investors
          of at least 50% of the Put Shares then outstanding. Any amendment or waiver
          effected in accordance with this Section 12 shall be binding upon each
          Investor of any securities subject to this Agreement at the time outstanding
          (including securities into which such securities are convertible), each future
          Investor and all such securities, and the Company. No failure or delay by any
          party in exercising any right, power or privilege hereunder shall operate as a
          waiver thereof nor shall any single or partial exercise thereof preclude any
          other or further exercise thereof or the exercise of any other right, power or
          privilege. 



         13.       
          Severability; Entire Agreement. If one or more provisions of this
          Agreement are held to be unenforceable under applicable law, such provisions
          shall be excluded from this Agreement and the balance of this Agreement shall be
          interpreted as if such provisions were so excluded and shall be enforceable in
          accordance with its terms. All prior agreements of the parties concerning the
          subject matter of this Agreement are expressly superseded by this Agreement.
          This Agreement contains the entire Agreement of the parties concerning the
          subject matter hereof. Any oral representations or modifications of this
          Agreement shall be of no effect. 



         14.       
          Governing Law. This Agreement shall be governed by and construed in
          accordance with the laws of the State of California without regard to conflicts
          of law principles. 



         15.       
          Forum; Waiver of Jury Trial. 



          		    (a)       
               All actions and proceedings arising out of or relating to this Agreement shall
               be heard and determined in any California state or federal court sitting in the
               City and County of San Francisco. The parties hereto hereby (i) submit to
               the exclusive jurisdiction of any California state or federal court sitting in
               the City and County of San Francisco for the purpose of any action or proceeding
               arising out of or relating to this Agreement brought by any party hereto, and
               (ii) waive, and agree not to assert by way of motion, defense, or
               otherwise, in any such Action, any claim that it is not subject personally to
               the jurisdiction of the above-named courts, that its property is exempt or
               immune from attachment or execution, that the action or proceeding is brought in
               an inconvenient forum, that the venue of the action or proceeding is improper,
               or that this Agreement may not be enforced in or by any of the above-named
               courts. 



               



          		    (b)       
               EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY
               APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
               ACTIONS OR PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
               CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 



               



         16.       
          Release. 



          		    (a)       
               Acknowledgment and Release. In consideration of the promises and
               undertakings contained herein, each Investor hereby releases in full and forever
               discharges and acquits the Company, including any and all of its related and
               affiliated entities, employees, agents, attorneys, shareholders, officers and/or
               directors of any of them (herein collectively called “Associated
               Persons”) from any and all claims, causes of action, liabilities, demands,
               damages, penalties, debts, obligations, actions and causes of action
               (“Claims”) whether now known or unknown, arising on or before the date
               hereof and arising out of or relating to the Investor Rights Agreement other
               than as provided in this Agreement. Each Investor understands that if any fact
               with respect to any matter covered by this Agreement is found to be other than,
               or different from the facts now believed by him to be true, he expressly accepts
               and assumes the risk of such possible difference in facts and agrees that this
               Agreement shall be, and remain, in full force and effect notwithstanding such
               difference in fact. 



               



          		    (b)       
               General Release. The release set forth above is a general release and,
               except as expressly provided herein, is intended to encompass all known and
               unknown, foreseen and unforeseen claims which either party may have against the
               other, including all Associated Persons up to and including the date of this
               Agreement. It is further understood and agreed that each Investor expressly
               waives all rights under Section 1542 of the Civil Code of the State of
               California and any similar law of any state or territory of the United States.
               Said section provides as follows: 



               



	 	
“A
general release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.” 






        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written. 






			"The Company"

E-LOAN, Inc., a Delaware corporation


By: /s/ Matthew Roberts
——————————————

Matthew Roberts
Title: Chief Financial Officer








			"Investors"

Sequoia Capital VIII


By: /s/   Douglas M. Leone 
——————————————

Title:     Managing Member









			
Sequoia International Technology Partners VIII




By: /s/    Douglas M. Leone 
——————————————

Title:     Managing Member








			
Sequoia International Technology Partners VIII-Q




By: /s/    Douglas M. Leone
——————————————

Title:     Managing Member









			Sequoia 1997




By: /s/    Douglas M. Leone
——————————————

Title:     Managing Member










			
 CMS Partners




By: /s/    Douglas M. Leone
——————————————

Title:     Managing Member








Continuation Signature
Page to Registration Rights Agreement dated September 2, 2003