EXHIBIT 10.3
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                              REGISTRATION RIGHTS



This  constitutes  Schedule  4 to the  Stock  Exchange  Agreement  (as it may be
amended from time to time, the "Stock Exchange Agreement") dated as of April 25,
2003 between  DOBLIQUE,  INC., a company  incorporated  under the laws of Nevada
(the  "Company"),  those  persons  listed in  Schedule  1 to the Stock  Exchange
Agreement (each an Inyx Shareholder and collectively the Inyx  Shareholders) and
Inyx Pharma Limited, a company incorporated in England and Wales (Inyx).

ARTICLE 1

DEFINITIONS

Definitions.  Terms defined in the Stock  Exchange  Agreement are used herein as
therein  defined.  In addition,  the following  terms, as used herein,  have the
following meanings:

Commission means the Securities and Exchange Commission.

Holder  means a person  who owns  Registrable  Securities  and is either an Inyx
Shareholder or a transferee of an Inyx  Shareholder who has agreed in writing to
be bound by the terms of Sections  1.3 and 6.5 of the Stock  Exchange  Agreement
and this Schedule 4.

Piggyback Registration means a piggyback registration as defined in Section 2.02
of this Schedule 4.

Registrable  Securities  means (i) the Company  Shares issued under Section 1 of
the Stock Exchange Agreement,  and (ii) any additional shares of common stock of
the Company  issued in respect of the shares  referred  to in (i) in  connection
with a stock split,  stock dividend or similar event with respect to the Company
Shares. As to any particular Registrable Securities, such Registrable Securities
shall cease to be  Registrable  Securities as soon as they (i) have been sold or
otherwise  disposed of pursuant to a registration  statement that was filed with
the  Commission  and  declared  effective  under the  Securities  Act,  (ii) are
eligible  for sale  pursuant to Rule 144  without  being  subject to  applicable
volume limitations  thereunder,  (iii) have been otherwise sold,  transferred or
disposed of by a Holder to any Person that is not a Holder,  or (iv) have ceased
to be outstanding.

Rule 144 means Rule 144 (or any successor  rule of similar  effect)  promulgated
under the Securities Act.

Selling Holder means any Holder who is selling  Registrable  Securities pursuant
to a public offering registered hereunder.

Underwriter means a securities  dealer who purchases any Registrable  Securities
as principal and not as part of such dealer's market-making activities.

SECTION  1.02.  Internal  References.  Unless the context  indicates  otherwise,
references to Articles, Sections and paragraphs shall refer to the corresponding
articles,  sections and  paragraphs  in this  Schedule 4 and  references  to the
parties shall mean the parties to the Stock Exchange Agreement.

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ARTICLE 2

REGISTRATION RIGHTS

SECTION 2.01. Demand Registration.  (a) The Inyx Shareholders owing in aggregate
a majority of the Company Shares, on their own behalf and on behalf of the other
Holders,  may  make  up to two  written  requests  for  registration  under  the
Securities  Act of all or any  part of the  Registrable  Securities  held by the
Holders (each, a "Demand Registration"). Such request will specify the aggregate
number of shares of  Registrable  Securities  proposed  to be sold and will also
specify the intended  method of disposition  thereof.  A  registration  will not
count as a Demand  Registration  until it has become effective.  Should a Demand
Registration  not become  effective  due to the  failure  the Holders to perform
their  obligations  under this  Schedule 4 or the  inability  of the  requesting
Holders to reach agreement with the  Underwriters for the proposed sale on price
or other  customary terms for such  transaction,  or in the event the requesting
Holders  withdraw or do not pursue the request for the Demand  Registration  (in
each of the  foregoing  cases,  provided  that at such  time the  Company  is in
compliance in all material respects with its obligations under this Schedule 4),
then such Demand  Registration  shall be deemed to have been effected  (provided
that if the Demand  Registration does not become effective because of a material
adverse change in the condition  (financial or otherwise),  business,  assets or
results of operations  of the Company that occurs  subsequent to the date of the
written  request made by the requesting  Holders,  then the Demand  Registration
shall not be deemed to have been effected).

(b) In the event that the requesting Holders withdraw or do not pursue a request
for a Demand  Registration and, pursuant to Section 2.01(a) hereof,  such Demand
Registration  is deemed to have been  effected,  the Holders may reacquire  such
Demand  Registration  (such that the  withdrawal  or failure to pursue a request
will not count as a Demand Registration  hereunder) if the Holders reimburse the
Company  for  any and all  Registration  Expenses  incurred  by the  Company  in
connection with such request for a Demand Registration;  provided that the right
to reacquire a Demand Registration may be exercised a maximum of two times.

(c) If the Selling Holders so elect and to the extent feasible,  the offering of
such Registrable Securities pursuant to such Demand Registration shall be in the
form of an  underwritten  offering.  The Selling Holders shall have the right to
select the  managing  Underwriters  and any  additional  investment  bankers and
managers to be used in connection  with such offering,  subject to the Company's
approval, which approval shall not be unreasonably withheld.

(d) The  Selling  Holders  will inform the Company of the time and manner of any
disposition of Registrable  Securities,  and agree to reasonably  cooperate with
the Company in effecting  the  disposition  of the  Registrable  Securities in a
manner  that does not  unreasonably  disrupt the public  trading  market for the
Common Stock.

(e) The Company  will have the right to preempt any Demand  Registration  with a
primary  registration  by delivering  written  notice (within five business days
after the Company has received a request for such Demand  Registration)  of such
intention to the Selling  Holders  indicating  that the Company has identified a
specific  business need and use for the proceeds of the sale of such  securities
and the Company shall use  commercially  reasonable  efforts to effect a primary
registration within 60 days of such notice. In the ensuing primary registration,
the Holders  will have such  piggyback  registration  rights as are set forth in
Section  2.02  hereof.  Upon the  Company's  preemption  of a  requested  Demand
Registration,   such  requested   registration   will  not  count  as  a  Demand

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Registration;  provided that a Demand  Registration will not be deemed preempted
if the Holders are permitted to sell all requested securities in connection with
the ensuing primary offering by exercising their piggyback  registration  rights
as set forth in Section  2.02  hereof.  The  Company may  exercise  the right to
preempt  only twice in any  360-day  period;  provided,  that during any 360 day
period there shall be a period of at least 120 consecutive days during which the
Selling Holders may effect a Demand Registration.

(f) Subject to Section 2.03 hereof, the Company will be entitled to include in a
Demand  Registration  shares of  Common  Stock  for its own  account  or for the
account of other Persons.

(g) Notwithstanding anything to the contrary contained herein, the Company shall
be entitled to (i) postpone the filing of the Registration Statement required to
be  prepared  and  filed  by it  hereunder  or (ii)  withdraw  the  Registration
Statement  after its filing but before it has been  declared  effective,  if, in
either case, the Company in its good faith discretion  determines that there has
occurred or is  occurring a material  non-public  event which such  registration
would  interfere  with  or  which  cannot  at  such  time  be  disclosed  in the
registration  statement or if such registration statement would interfere in any
material  respect  with any  proposal  or plan by the  Company  to engage in any
financing  or any  material  acquisition  or  disposition  by the Company or any
subsidiary  thereof of the capital stock or  substantially  all of the assets of
any other Person  (other than in the ordinary  course of  business),  any tender
offer  or any  offering,  merger,  consolidation,  corporate  reorganization  or
restructuring  ("Material  Event").  In the event the filing of the Registration
Statement is postponed or withdrawn in accordance with this section 2.01(g), the
Company shall file or refile the Registration Statement within ten (10) Business
Days  after the  Company,  in its good  faith  discretion,  determines  that the
Material Event has been completed or terminated.

(h) The Company shall disclose to the Selling Holders the nature of any Material
Event for which it has  delayed  or  withdrawn  the  Registration  Statement  or
suspended  the use of the  Prospectus,  provided  the Selling  Holders  agree in
writing to keep any information so disclosed  confidential  and not complete any
trades of Company  Shares  until the Company  informs  the  Selling  Holders the
information  is considered  public  information or is no longer  material,  such
notification  to the Selling  Holders to be given promptly after the information
is considered public or is no longer material.

SECTION  2.02.  Piggyback  Registration.  If  the  Company  proposes  to  file a
registration  statement  under the Securities Act with respect to an offering of
its common stock for its own account or for the account of another Person (other
than a registration statement on Form S-4 or S-8 or pursuant to Rule 415 (or any
substitute form or rule, respectively,  that may be adopted by the Commission)),
the Company shall give written notice of such proposed  filing to the Holders at
the address set forth in the share register of the Company as soon as reasonably
practicable  (but in no event less than 10 days  before the  anticipated  filing
date),  and such notice shall offer each Holder the  opportunity  to register on
the same terms and conditions such number of shares of Registrable Securities as
such Holder may request (a "Piggyback Registration"). Each Holder will have five
business  days  after  receipt of any such  notice to notify  the  Company as to
whether it wishes to  participate  in a Piggyback  Registration;  provided  that
should a Holder fail to provide  timely notice to the Company,  such Holder will
forfeit any rights to participate in the Piggyback  Registration with respect to
such proposed offering. In the event that the registration statement is filed on
behalf of a Person other than the Company, the Company will use its best efforts
to have the  shares of  Registrable  Securities  that the  Holders  wish to sell
included in the  registration  statement.  If the Company shall determine in its
sole discretion not to register or to delay the proposed  offering,  the Company
may,  at its  election,  provide  written  notice of such  determination  to the
Holders  and (i) in the  case of a  determination  not to  effect  the  proposed
offering,  shall  thereupon  be relieved  of the  obligation  to  register  such
Registrable  Securities  in  connection  therewith,  and  (ii) in the  case of a

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determination  to delay a proposed  offering,  shall  thereupon  be permitted to
delay  registering such Registrable  Securities for the same period as the delay
in respect of the  proposed  offering.  As between  the  Company and the Selling
Holders,  the Company shall be entitled to select the Underwriters in connection
with any Piggyback Registration.

SECTION 2.03. Reduction of Offering.  Notwithstanding anything contained herein,
if the  managing  Underwriter  of an offering  described in Section 2.01 or 2.02
hereof states in writing that the size of the offering that Holders, the Company
and  any  other  Persons  intend  to  make is such  that  the  inclusion  of the
Registrable  Securities  would be likely to materially and adversely  affect the
price,  timing or distribution  of the offering,  then the amount of Registrable
Securities  to be offered  for the  account  of Holders  shall be reduced to the
extent necessary to reduce the total amount of securities to be included in such
offering to the amount recommended by such managing  Underwriter;  provided that
in the case of a Piggyback Registration, if securities are being offered for the
account of Persons  other than the  Company,  then the  proportion  by which the
amount of  Registrable  Securities  intended  to be offered  for the  account of
Holders  is  reduced  shall not  exceed  the  proportion  by which the amount of
securities  intended to be offered for the account of such other Persons  (other
than any Person  exercising a demand  registration  right) is reduced;  provided
further  that in the case of a Demand  Registration,  the amount of  Registrable
Securities  to be  offered  for the  account  of the  Holder  making  the Demand
Registration  shall be reduced only after the amount of securities to be offered
for the account of the Company and any other  Persons has been  reduced to zero.
In the  event  of a  reduction  pursuant  to this  Section  2.03 of  Registrable
Securities to be offered for the account of Holders, such reduction shall be pro
rata  among such  Holders  based on the number of  Registrable  Securities  each
Holder had proposed to sell.

SECTION  2.04.   Preservation  of  Rights.   The  Company  will  not  grant  any
registration  rights to third parties that contravene or are  inconsistent  with
the rights granted hereunder.

ARTICLE 3

REGISTRATION PROCEDURES

SECTION 3.01.  Filings;  Information.  In connection with a Demand  Registration
pursuant to Section  2.01  hereof,  the  Company  will use its  reasonable  best
efforts to effect the registration of such Registrable Securities as promptly as
is reasonably practicable, and in connection with any such request:

(a) The  Company  will  expeditiously  prepare  and file with the  Commission  a
registration  statement  on any form for which the Company  then  qualifies  and
which counsel for the Company shall deem  appropriate and available for the sale
of the Registrable Securities to be registered thereunder in accordance with the
intended method of distribution  thereof, and use its reasonable best efforts to
cause such filed registration  statement to become and remain effective for such
period, not to exceed 60 days, as may be reasonably necessary to effect the sale
of  such  securities;  and  provided  that  if (i)  the  effective  date  of any
registration  statement filed pursuant to a Demand  Registration would otherwise
be at least 45 calendar days, but fewer than 90 calendar days,  after the end of
the Company's  fiscal year,  and (ii) the Securities Act requires the Company to
include  audited  financials as of the end of such fiscal year,  the Company may

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delay the  effectiveness  of such  registration  statement for such period as is
reasonably  necessary to include  therein its audited  financial  statements for
such fiscal year.

(b) The Company will, if requested,  prior to filing such registration statement
or any amendment or supplement thereto, furnish to the Selling Holders, and each
applicable managing Underwriter,  if any, copies thereof, and thereafter furnish
to the Selling Holders and each such Underwriter,  if any, such number of copies
of such registration  statement,  amendment and supplement thereto (in each case
including all exhibits thereto and documents  incorporated by reference therein)
and the  prospectus  included in such  registration  statement  (including  each
preliminary  prospectus)  as the Selling  Holders or each such  Underwriter  may
reasonably request in order to facilitate the sale of the Registrable Securities
by the Selling Holders.

(c) After the filing of the  registration  statement,  the Company will promptly
notify  the  Selling  Holders  of any stop  order  issued  or, to the  Company's
knowledge,  threatened to be issued by the  Commission  and take all  reasonable
actions  required  to  prevent  the entry of such stop  order or to remove it if
entered.

(d) The Company will use its reasonable  best efforts to qualify the Registrable
Securities  for offer and sale under such other  securities  or blue sky laws of
such  jurisdictions  in the  United  States as the  Selling  Holders  reasonably
request; provided that the Company will not be required to (i) qualify generally
to do business in any  jurisdiction  where it would not otherwise be required to
qualify but for this paragraph  3.01(d),  (ii) subject itself to taxation in any
such  jurisdiction  or (iii)  consent to general  service of process in any such
jurisdiction.

(e) The Company will as promptly as is practicable  notify the Selling  Holders,
at any time when a prospectus relating to the sale of the Registrable Securities
is required by law to be delivered in connection with sales by an Underwriter or
dealer, of the occurrence of any event requiring the preparation of a supplement
or  amendment  to such  prospectus  so  that,  as  thereafter  delivered  to the
purchasers of such Registrable  Securities,  such prospectus will not contain an
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,  in the light
of the  circumstances  under which they were made,  not  misleading and promptly
make  available  to  the  Selling  Holders  and  to the  Underwriters  any  such
supplement  or  amendment.  Upon  receipt of any notice  from the Company of the
occurrence  of any event of the kind  described in the preceding  sentence,  the
Selling  Holders will  forthwith  discontinue  the offer and sale of Registrable
Securities  pursuant to the  registration  statement  covering such  Registrable
Securities  until  receipt by the Selling  Holders and the  Underwriters  of the
copies of such  supplemented  or amended  prospectus  and, if so directed by the
Company,  the Selling Holders will deliver to the Company all copies, other than
permanent file and then in the possession of Selling Holders, of the most recent
prospectus  covering such Registrable  Securities at the time of receipt of such
notice.  In the event the Company  shall give such  notice,  the  Company  shall
extend the period during which such  registration  statement shall be maintained
effective as provided in Section 3.01(a) hereof by the number of days during the
period from and including the date of the giving of such notice to the date when
the Company shall make  available to the Selling  Holders such  supplemented  or
amended prospectus.

(f) The Company will enter into customary agreements  (including an underwriting
agreement  in  customary  form) and take such other  actions  as are  reasonably
required  in order  to  expedite  or  facilitate  the  sale of such  Registrable
Securities.

<PAGE>


(g) At the  request  of any  Underwriter  in  connection  with  an  underwritten
offering,  the Company will furnish (i) an opinion of counsel,  addressed to the
Underwriters,  covering such customary  matters as the managing  Underwriter may
reasonably  request  and (ii) a  comfort  letter  or  comfort  letters  from the
Company's  independent public accountants covering such customary matters as the
managing Underwriter may reasonably request.

(h) The Company will make generally  available to its security holders,  as soon
as reasonably practicable, an earnings statement covering a period of 12 months,
beginning  within  three  months after the  effective  date of the  registration
statement,  which  earnings  statement  shall satisfy the  provisions of Section
11(a) of the  Securities  Act and the rules and  regulations  of the  Commission
thereunder.

(i) The  Company  will use  commercially  reasonable  efforts  to cause all such
Registrable  Securities  to be listed on each  securities  exchange or quoted on
each inter-dealer  quotation system or over-the-counter  bulletin board on which
the Common Stock is then listed or quoted.

SECTION  3.02.  Selling  Holder  Information.  The Company  may require  Selling
Holders promptly to furnish in writing to the Company such information regarding
such Selling Holders, the plan of distribution of the Registrable Securities and
other information as the Company may from time to time reasonably  request or as
may be legally required in connection with any Demand  Registration or Piggyback
Registration.

SECTION 3.03.  Registration Expenses. In connection with any Demand or Piggyback
Registration,   the  Company  shall  pay  the  following  expenses  incurred  in
connection  with  such   registration   (the   "Registration   Expenses"):   (i)
registration and filing fees with the Commission and the National Association of
Securities  Dealers,  Inc., (ii) fees and expenses of compliance with securities
or blue sky laws  (including  reasonable  fees and  disbursements  of counsel in
connection with blue sky  qualifications of the Registrable  Securities),  (iii)
printing  expenses,  (iv) fees and  expenses  incurred  in  connection  with the
listing or quotation  of the  Registrable  Securities,  (v) fees and expenses of
counsel to the  Company and the  reasonable  fees and  expenses  of  independent
certified  public  accountants  for the  Company  (including  fees and  expenses
associated with the special audits or the delivery of comfort  letters) and (vi)
the  reasonable  fees and  expenses of any  additional  experts  retained by the
Company in connection with such registration.  The Selling Holders shall pay (A)
any  underwriting  fees,  discounts or commissions  attributable  to the sale of
Registrable Securities, (B) fees and expenses of counsel for the Selling Holders
and (C) any out-of-pocket expenses of the Selling Holders.

ARTICLE 4

INDEMNIFICATION AND CONTRIBUTION

SECTION 4.01.  Indemnification  by the Company.  The Company agrees to indemnify
and hold harmless each Selling Holder and its  Affiliates  and their  respective
officers,  directors,  partners,  stockholders,  members,  employees, agents and
representatives  and each Person (if any) which controls a Selling Holder within
the  meaning  of either  Section 15 of the  Securities  Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages, liabilities,
costs and expenses (including reasonable attorneys' fees) caused by, arising out
of,  resulting  from or  related  to any  untrue  statement  or  alleged  untrue
statement  of a  material  fact  contained  in  any  registration  statement  or
prospectus relating to the Registrable Securities (as amended or supplemented if
the Company shall have furnished any  amendments or supplements  thereto) or any

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preliminary  prospectus,  or caused by any omission or alleged omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein  not  misleading,  except  insofar as such  losses,  claims,
damages  or  liabilities  are  caused  by or  contained  in or  based  upon  any
information  furnished in writing to the Company by or on behalf of such Selling
Holder or any Underwriter  expressly for use therein or by the Selling Holder or
Underwriter's  failure  to  deliver  a copy  of the  registration  statement  or
prospectus  or any  amendments  or  supplements  thereto  after the  Company has
furnished  the  Selling  Holders or  Underwriter  with  copies of the same.  The
Company also agrees to indemnify any Underwriters of the Registrable Securities,
their officers and directors and each person who controls such  Underwriters  on
substantially  the same  basis  as that of the  indemnification  of the  Selling
Holders provided in this Section 4.01.

SECTION 4.02. Indemnification by a Selling Holder. Each Selling Holder agrees to
indemnify and hold harmless the Company,  its officers and  directors,  and each
Person,  if any, which controls the Company within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing  indemnity from the Company to each Selling  Holder,  but only (a)
with  reference  to  information  furnished  in  writing by or on behalf of such
Selling  Holder  expressly for use in any  registration  statement or prospectus
relating to the Registrable Securities,  or any amendment or supplement thereto,
or any preliminary prospectus or (b) as a result of the Selling Holder's failure
to deliver any registration  statement or prospectus relating to the Registrable
Securities,   or  any  amendment  or  supplement  thereto,  or  any  preliminary
prospectus.  Each Selling  Holder also agrees to indemnify and hold harmless any
Underwriters  of the  Registrable  Securities,  their officers and directors and
each person who controls such  Underwriters on  substantially  the same basis as
that of the indemnification of the Company provided in this Section 4.02.

SECTION 4.03.  Conduct of  Indemnification  Proceedings.  In case any proceeding
(including any  governmental  investigation)  shall be instituted  involving any
Person in respect of which  indemnity may be sought  pursuant to Section 4.01 or
Section 4.02 hereof, such Person (the "Indemnified Party") shall promptly notify
the Person against whom such indemnity may be sought (the "Indemnifying  Party")
in writing  and the  Indemnifying  Party,  upon the  request of the  Indemnified
Party, shall retain counsel reasonably satisfactory to such Indemnified Party to
represent  such  Indemnified  Party and any  others the  Indemnifying  Party may
designate in such  proceeding and shall pay the fees and  disbursements  of such
counsel  related to such  proceeding.  In any such  proceeding,  any Indemnified
Party shall have the right to retain its own counsel,  but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless (i) the
Indemnifying  Party and the Indemnified  Party shall have mutually agreed to the
retention  of such  counsel  or (ii) the named  parties  to any such  proceeding
(including any impleaded  parties)  include both the  Indemnified  Party and the
Indemnifying  Party and, in the written  opinion of counsel for the  Indemnified
Party, representation of both parties by the same counsel would be inappropriate
due to actual or potential  differing  interests  between them. It is understood
that the  Indemnifying  Party shall not, in  connection  with any  proceeding or
related  proceedings  in the  same  jurisdiction,  be  liable  for the  fees and
expenses of more than one separate  firm of attorneys  (in addition to any local
counsel) at any time for all such  Indemnified  Parties,  and that all such fees
and expenses  shall be reimbursed as they are incurred.  In the case of any such
separate  firm for the  Indemnified  Parties,  such firm shall be  designated in
writing by the Indemnified  Parties.  The Indemnifying Party shall not be liable
for any settlement of any proceeding  effected without its written consent,  but
if settled with such consent (not to be unreasonably withheld), or if there be a

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final judgment for the plaintiff,  the  Indemnifying  Party shall  indemnify and
hold  harmless such  Indemnified  Parties from and against any loss or liability
(to the extent stated above) by reason of such settlement or judgment.

SECTION 4.04. Contribution.  If the indemnification provided for in this Article
4 is  unavailable  to an  Indemnified  Party in respect of any  losses,  claims,
damages  or  liabilities  in  respect  of  which  indemnity  is to  be  provided
hereunder,  then each such  Indemnifying  Party,  in lieu of  indemnifying  such
Indemnified  Party,  shall to the fullest extent  permitted by law 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 such party in connection  with the statements or omissions
that resulted in such losses,  claims,  damages or  liabilities,  as well as any
other relevant  equitable  considerations.  The relative fault of the Company, a
Selling Holder and the  Underwriters  shall be determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information supplied by such party and the parties' relative intent,  knowledge,
access to  information  and  opportunity to correct or prevent such statement or
omission.

The  Company  and each  Selling  Holder  agrees  that it  would  not be just and
equitable if  contribution  pursuant to this Section 4.04 were determined by pro
rata allocation  (even if the  Underwriters  were treated as one entity for such
purpose) or by any other method of allocation  that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount  paid or  payable  by an  Indemnified  Party as a result  of the  losses,
claims,  damages  or  liabilities  referred  to  in  the  immediately  preceding
paragraph  shall be deemed to  include,  subject  to the  limitations  set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in  connection  with  investigating  or  defending  any such  action  or  claim.
Notwithstanding  the  provisions  of this  Article  4, no  Underwriter  shall be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the securities  underwritten  by it and distributed to the public
were  offered  to the  public  exceeds  the  amount of any  damages  which  such
Underwriter  has  otherwise  been  required  to pay by reason of such  untrue or
alleged  untrue  statement  or omission or alleged  omission,  and each  Selling
Holder shall not be required to contribute any amount in excess of the amount by
which the net proceeds of the offering (before deducting  expenses)  received by
such Selling  Holder exceeds the amount of any damages which such Selling Holder
has otherwise  been  required to pay by reason of such untrue or alleged  untrue
statement  or  omission  or alleged  omission.  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.

ARTICLE 5

MISCELLANEOUS

SECTION  5.01.  Participation  in  Underwritten  Registrations.  No  Person  may
participate  in any  underwritten  registered  offering  contemplated  hereunder
unless such Person (a) agrees to sell its  securities  on the basis  provided in
any  underwriting  arrangements  approved by the Persons  entitled  hereunder to
approve such arrangements, (b) completes and executes all questionnaires, powers
of attorney,  custody  arrangements,  indemnities,  underwriting  agreements and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangements  and this  Schedule 4 and (c)  furnishes  in writing to the Company
such  information  regarding  such  Person,  the  plan  of  distribution  of the
Registrable  Securities  and other  information  as the Company may from time to
time request or as may be legally required in connection with such registration.

<PAGE>


SECTION  5.02.  Rule 144.  The Company  covenants  that it will file any reports
required to be filed by it under the  Securities  Act and the  Exchange  Act and
that it will take such further action as the Holders may  reasonably  request to
the extent required from time to time to enable the Holders to sell  Registrable
Securities  without  registration under the Securities Act within the limitation
of the exemptions  provided by Rule 144 under the  Securities  Act, as such Rule
144 may be  amended  from  time  to  time,  or any  similar  rule or  regulation
hereafter adopted by the Commission. Upon the request of Buyer, the Company will
deliver to Buyer a written  statement  as to whether it has  complied  with such
reporting requirements.

SECTION  5.03.  Holdback  Agreements.  Each  Holder  agrees,  in the event of an
underwritten offering for the Company (whether for the account of the Company or
otherwise)  not to offer,  sell,  contract to sell or  otherwise  dispose of any
Registrable  Securities  or other Common  Stock,  including any sale pursuant to
Rule  144  under  the  Securities  Act  (except  as part  of  such  underwritten
offering),  during the 14 days prior to, and during the 180-day  period (or such
lesser period as the lead or managing  Underwriter may agree)  beginning on, the
effective date of the registration statement for such underwritten offering (or,
in the case of an offering pursuant to an effective shelf registration statement
pursuant to Rule 415, the pricing date for such underwritten offering).

SECTION 5.04. Termination. The registration rights granted under this Schedule 4
will terminate on the tenth anniversary of the Closing Date.

SECTION 5.05.  Holder  Determinations.  In the event any  determination is to be
made by the Holders or the Selling Holders as a group, such determination  shall
be made by Holders or Selling  Holders  holding a majority  in  interest  of the
Registrable Securities or the Registrable Securities being sold, respectively.