Exhibit 4.8

                          OVATION PRODUCTS CORPORATION

                           THIRD AMENDED AND RESTATED

                            INVESTOR RIGHTS AGREEMENT

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                                TABLE OF CONTENTS

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                                                                              PAGE
<S>                                                                             <C>
SECTION 1.     GENERAL...........................................................2

         1.1   Definitions.......................................................2

SECTION 2.     REGISTRATION......................................................3

         2.1   Piggyback Registrations...........................................3
         2.2   Expenses of Registration..........................................4
         2.3   Obligations of the Company........................................4
         2.4   Termination of Registration Rights................................5
         2.5   Delay of Registration; Furnishing Information.....................5
         2.6   Indemnification...................................................6
         2.7   Assignment of Registration Rights.................................8
         2.8   Amendment of Registration Rights..................................8
         2.9   Limitation on Subsequent Registration Rights......................8
         2.10  "Market Stand-Off" Agreement; Agreement to Furnish Information....8
         2.11  Rule 144 Reporting................................................9

SECTION 3.     COVENANTS OF THE COMPANY..........................................9

         3.1   Basic Financial Information and Reporting.........................9
         3.2   Inspection Rights................................................10
         3.3   Confidentiality of Records.......................................10
         3.4   Reservation of Common Stock......................................11
         3.5   Indemnification..................................................11
         3.6   Termination of Covenants.........................................11

SECTION 4.     PREEMPTIVE RIGHTS................................................11

         4.1   Subsequent Offerings.............................................11
         4.2   Exercise of Rights...............................................11
         4.3   Issuance of Equity Securities to Other Persons...................12
         4.4   Termination and Waiver of Preemptive Rights......................12
         4.5   Excluded Securities..............................................12

SECTION 5.     MISCELLANEOUS....................................................12

         5.1   Governing Law....................................................12
         5.2   Survival.........................................................12
         5.3   Successors and Assigns...........................................13
         5.4   Entire Agreement.................................................13
         5.5   Severability.....................................................13
         5.6   Amendment and Waiver.............................................13
         5.7   Delays or Omissions..............................................13
         5.8   Notices..........................................................14
         5.9   Attorneys' Fees..................................................14
         5.10  Titles and Subtitles.............................................14
         5.11  Counterparts.....................................................14
         5.12  Arbitration......................................................14
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                                      -i-
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                          OVATION PRODUCTS CORPORATION

                           THIRD AMENDED AND RESTATED

                            INVESTOR RIGHTS AGREEMENT

      THIS  THIRD  AMENDED  AND  RESTATED   INVESTOR   RIGHTS   AGREEMENT  (this
"Agreement")  is  entered  into as of the 30th day of June,  2004,  by and among
OVATION  PRODUCTS  CORPORATION,  a Delaware  corporation  (the  "Company"),  the
investors  listed on Schedule I hereto and other future investors who may become
a party to this Agreement (collectively, the "Investors" and, each individually,
an "Investor").

                                    RECITALS

      WHEREAS, the Company and SJ Electro Inc., a Minnesota  corporation ("SJE")
have previously  entered into an Investor Rights  Agreement,  dated December 29,
2000 (the "Original Agreement");

      WHEREAS,  the Original  Agreement was amended and restated in its entirety
by the terms of an Amended and Restated  Investor  Rights  Agreement (the "First
Amended Rights Agreement") among the Company, SJE and the investors set forth on
Schedule I to the First Amended Rights Agreement;

      WHEREAS,  the First Amended  Rights  Agreement was amended and restated in
its  entirety by the terms of a Second  Amended  and  Restated  Investor  Rights
Agreement (the "Second Amended Rights Agreement") among the Company, SJE and the
investors set forth on Schedule I to the Second Amended Rights Agreement,  which
the parties hereto desire to amend and restate in its entirety;

      WHEREAS,  SJE is the holder of 160,000  shares of the  Company's  Series A
Preferred  Stock  (the  "Series A Stock")  and a Warrant  to  purchase  up to an
additional 40,000 shares of Series A Stock (the "Series A Warrant");

      WHEREAS,  the Company  previously  issued  294,102 shares of the Company's
Series B  Preferred  Stock  (the  "Series B Stock") to  certain  investors  (the
"Series B Financing");

      WHEREAS,  the Company  previously  issued  131,000 shares of the Company's
Series B-1 Preferred  Stock (the "Series B-1 Stock") to certain  investors  (the
"Series B-1 Financing");

      WHEREAS, the Company will be issuing up to 400,000 shares of the Company's
Series C Preferred  Stock (the  "Series C Stock") and warrants to purchase up to
an additional  120,000 shares of Series C stock (the "Series C Warrants") to the
Investors in the amounts set forth on Schedule I and other future  investors who
may become a party to this Agreement (the "Series C Financing");

      WHEREAS,  in connection  with the  consummation of the Series C Financing,
the Company desires to grant  registration,  information rights and other rights
to the Investors as set forth below.

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                                    AGREEMENT

      NOW,  THEREFORE,  in  consideration of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties agree hereto as follows:

SECTION 1. GENERAL.

      1.1 DEFINITIONS.  As used in this Agreement the following terms shall have
the following respective meanings:

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Holder"  means any person owning of record  Registrable  Securities  that
have not been sold to the public or any  assignee of record of such  Registrable
Securities in accordance with Section 2.7 hereof.

      "Initial Offering" means the Company's first firm commitment  underwritten
public offering of its Common Stock registered under the Securities Act.

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

      "Registrable  Securities" means: (a) Common Stock of the Company issued or
issuable  upon  conversion of the Shares and (b) any Common Stock of the Company
issued as (or issuable upon the conversion or exercise of any warrant,  right or
other security which is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement  of, such  above-described  securities.
Notwithstanding  the  foregoing,  Registrable  Securities  shall not include any
securities  sold by a person to the public  either  pursuant  to a  registration
statement or Rule 144 or sold in a private transaction in which the transferor's
rights under Section 2 of this Agreement are not assigned.

      "Registrable  Securities then outstanding"  shall be the number of shares,
determined by  calculating  the total number of shares of the  Company's  Common
Stock  that  are  Registrable  Securities  or  are  issuable  pursuant  to  then
exercisable or convertible securities.

      "Registration Expenses" shall mean all expenses incurred by the Company in
complying  with  Section  2.1  hereof,   including,   without  limitation,   all
registration  and filing fees,  printing  expenses,  blue sky fees and expenses,
selling  expenses and the expense of any special audits  incident to or required
by any such registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company).

      "SEC" or "Commission" means the Securities and Exchange Commission.

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


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      "Selling  Expenses"  shall mean all  underwriting  discounts  and  selling
commissions applicable to the sale.

      "Shares"  shall  mean (i) the  Company's  Series A Stock and the  Series A
Stock  issuable  upon  exercise  of the  Series  A  Warrant  held by SJE and its
permitted  assigns,  (ii) the Company's Series B Stock held by the Investors and
their  permitted  assigns,  (iii) the  Company's  Series  B-1 Stock  held by the
Investors and their permitted assigns, (iv) the Company's Series C Stock and the
Series C Stock  issuable  upon  exercise  of the Series C  Warrants  held by the
Investors and their permitted assigns.

      "Special  Registration  Statement"  shall  mean a  registration  statement
relating  to any  employee  benefit  plan  or  with  respect  to  any  corporate
reorganization or other transaction under Rule 145 of the Securities Act.

SECTION 2. REGISTRATION.

      2.1  PIGGYBACK  REGISTRATIONS.  The  Company  shall  notify each Holder in
writing at least 45 days prior to the filing of any registration statement under
the  Securities  Act for  purposes  of a public  offering of  securities  of the
Company  (including,  but not limited to,  registration  statements  relating to
secondary  offerings  of  securities  of  the  Company,  but  excluding  Special
Registration  Statements)  and will afford each Holder an opportunity to include
in such registration statement all or part of the Registrable  Securities.  If a
Holder desires to include in any such registration  statement all or any part of
the Registrable  Securities  held by it, then such Holder shall,  within 15 days
after the  above-described  notice  from the  Company,  notify  the  Company  in
writing.  Such notice  shall state the  intended  method of  disposition  of the
Registrable  Securities by the Holder. If a Holder decides not to include all of
its Registrable Securities in any registration statement thereafter filed by the
Company,  such Holder shall  nevertheless  continue to have the right to include
any  Registrable   Securities  in  any  subsequent   registration  statement  or
registration statements as may be filed by the Company with respect to offerings
of its securities, all upon the terms and conditions set forth herein.

            (A)  UNDERWRITING.  If the  registration  statement  under which the
      Company  gives  notice  under  this  Section  2.1 is  for an  underwritten
      offering,  the Company  shall so advise each  Holder.  In such event,  the
      right  of a Holder  to be  included  in a  registration  pursuant  to this
      Section 2.1 shall be conditioned upon such Holder's  participation in such
      underwriting and the inclusion of such Holder's Registrable  Securities in
      the  underwriting to the extent provided  herein.  Each Holder shall enter
      into an  underwriting  agreement in customary form with the underwriter or
      underwriters    selected   for   such   underwriting   by   the   Company.
      Notwithstanding  any other provision of the Agreement,  if the underwriter
      determines in good faith that  marketing  factors  require a limitation of
      the  number  of  shares  to be  underwritten,  then:  (i) no  party  shall
      participate in the underwriting  except for the Company,  the Holders and,
      if  applicable,  a shareholder  of the Company  invoking a right to demand
      registration of the Company's Common Stock held by it, and (ii) the number
      of shares that may be included in the underwriting shall be allocated on a
      PRO RATA basis among the parties  described in subsection  (i);  PROVIDED,
      HOWEVER,  that in the case of the Company's Initial Offering,  the Holders
      (other  than  SJE)  may  be  excluded   if  the   underwriter   makes  the
      determination described above and no


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      other  shareholder's  securities  (other  than SJE's) are  included.  If a
      Holder disapproves of the terms of any such underwriting,  such Holder may
      elect to  withdraw  therefrom  by written  notice to the  Company  and the
      underwriter,  delivered at least ten business  days prior to the effective
      date of the registration statement. Any Registrable Securities excluded or
      withdrawn from such underwriting  shall be excluded and withdrawn from the
      registration.  Any PRO RATA  reduction with respect to a "Holder" shall be
      based upon the aggregate  amount of Registrable  Securities  that a Holder
      has elected to include in such registration.

            (B) RIGHT TO  TERMINATE  REGISTRATION.  The  Company  shall have the
      right to terminate or withdraw any registration initiated by it under this
      Section 2.1 prior to the effectiveness of such registration whether or not
      any Holders have elected to include securities in such  registration.  The
      Registration Expenses of such withdrawn registration shall be borne by the
      Company in accordance with Section 2.2 hereof.

      2.2 EXPENSES OF REGISTRATION.  Except as specifically provided herein, all
Registration Expenses incurred in connection with any registration under Section
2.1 herein  shall be borne by the  Company.  All  Selling  Expenses  incurred in
connection with any  registrations  hereunder,  shall be borne by the holders of
the  securities so  registered  PRO RATA on the basis of the number of shares so
registered.

      2.3  OBLIGATIONS  OF  THE  COMPANY.   Whenever   required  to  effect  the
registration of any Registrable Securities,  the Company shall, as expeditiously
as reasonably possible:

            (A)  Prepare  and file with the SEC a  registration  statement  with
      respect to such Registrable  Securities and use all reasonable  efforts to
      cause  such  registration  statement  to become  effective,  and keep such
      registration  statement  effective  for up to  ninety  (90)  days  or,  if
      earlier, until each Holder has completed the distribution related thereto.
      The Company  shall not be required to file,  cause to become  effective or
      maintain the effectiveness of any registration statement that contemplates
      a distribution of securities on a delayed or continuous  basis pursuant to
      Rule 415 under the Securities Act.

            (B) Prepare and file with the SEC such amendments and supplements to
      such  registration  statement and the prospectus  used in connection  with
      such  registration  statement  as may be  necessary  to  comply  with  the
      provisions of the  Securities  Act with respect to the  disposition of all
      securities  covered by,  such  registration  statement  for the period set
      forth in paragraph (a) above.

            (C) Furnish to the Holders  whose  securities  are  included in such
      registration   such  number  of  copies  of  a  prospectus,   including  a
      preliminary  prospectus,  in  conformity  with  the  requirements  of  the
      Securities Act, and such other documents as may reasonably be requested in
      order to facilitate the disposition of Registrable Securities.

            (D)  Use  its  reasonable   efforts  to  register  and  qualify  the
      securities  covered  by  such  registration  statement  under  such  other
      securities or Blue Sky laws of such  jurisdictions  as shall be reasonably
      requested by a Holder;  PROVIDED,  HOWEVER,  that the Company shall not be
      required in connection  therewith or as a condition  thereto to


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      qualify to do business or to file a general  consent to service of process
      in any such states or jurisdictions.

            (E) In the event of any underwritten public offering, enter into and
      perform its  obligations  under an  underwriting  agreement,  in usual and
      customary form,  with the managing  underwriter(s)  of such offering.  The
      Holders  participating  in such  underwriting  shall  also  enter into and
      perform its obligations under such an agreement.

            (F)  Notify  the  Holders  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 a material fact required to
      be  stated  therein  or  necessary  to make  the  statements  therein  not
      misleading in the light of the  circumstances  then existing.  The Company
      will use  reasonable  efforts to amend or  supplement  such  prospectus in
      order to cause such  prospectus  not to 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 the
      light of the circumstances then existing.

            (G) Use its  reasonable  efforts to  furnish,  on the date that such
      Registrable Securities are delivered to the underwriters for sale, if such
      securities are being sold through  underwriters or, if such securities are
      not being sold  through  underwriters,  on the date that the  registration
      statement becomes effective: (i) an opinion, dated as of such date, of the
      counsel representing the Company for the purposes of such registration, in
      form  and  substance  as  is  customarily  given  to  underwriters  in  an
      underwritten public offering,  addressed to the underwriters,  if any, and
      (ii) a letter dated as of such date, from the independent certified public
      accountants of the Company,  in form and substance as is customarily given
      by  independent   certified  public  accountants  to  underwriters  in  an
      underwritten public offering addressed to the underwriters.

      2.4 TERMINATION OF REGISTRATION  RIGHTS.  All registration  rights granted
under this Section 2 shall  terminate and be of no further force and effect five
(5)  years  after the date of the  Company's  Initial  Offering,  so long as the
Holders  are able to sell its  Registrable  Securities  pursuant  to the limited
resale  provisions  of Rule 144 during  any  90-day  period.  In  addition,  the
registration  rights for a particular Holder shall expire if (a) the Company has
completed its Initial  Offering and is subject to the provisions of the Exchange
Act; (b) such Holder  (together with its  affiliates)  holds less than 1% of the
Company's outstanding Common Stock (treating all shares of convertible Preferred
Stock on an as converted basis); and (c) all Registrable  Securities held by and
issuable to such Holder (and its  affiliates)  may be sold under Rule 144 during
any 90-day period.

      2.5 DELAY OF REGISTRATION; FURNISHING INFORMATION.

            (A) No Holder  shall have the right to obtain or seek an  injunction
      restraining or otherwise  delaying any such  registration as the result of
      any  controversy  that might arise with respect to the  interpretation  or
      implementation of this Section 2.


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            (B) It shall be a  condition  precedent  to the  obligations  of the
      Company to register the  Registrable  Securities held by a Holder pursuant
      to  Section  2.1 that  such  Holder  shall  furnish  to the  Company  such
      information  regarding itself,  the Registrable  Securities held by it and
      the intended method of disposition of such securities as shall be required
      to effect the registration of their Registrable Securities.

      2.6 INDEMNIFICATION.  In the event any Registrable Securities are included
in a registration statement under Section 2:

            (A) To the extent  permitted by law, the Company shall indemnify and
      hold harmless each Holder,  the officers and directors of such Holder, any
      underwriter  (as defined in the  Securities  Act) for such Holder and each
      person, if any, who controls such Holder or underwriter within the meaning
      of the  Securities  Act or the Exchange Act,  against any losses,  claims,
      damages,  or  liabilities  (joint or  several)  to which  they may  become
      subject  under the  Securities  Act, the Exchange Act or other  federal or
      state law,  insofar as such losses,  claims,  damages or  liabilities  (or
      actions  in  respect  thereof)  arise out of or are based  upon any of the
      following statements, omissions or violations (collectively a "Violation")
      by the Company:  (i) any untrue statement or alleged untrue statement of a
      material  fact  contained in such  registration  statement,  including any
      preliminary  prospectus  or  final  prospectus  contained  therein  or any
      amendments or supplements  thereto;  (ii) 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;  or (iii) any
      violation or alleged  violation by the Company of the Securities  Act, the
      Exchange  Act,  any  state  securities  law  or  any  rule  or  regulation
      promulgated  under  the  Securities  Act,  the  Exchange  Act or any state
      securities   law  in  connection   with  the  offering   covered  by  such
      registration statement;  and the Company will pay as incurred to each such
      Holder, officer, director, 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  2.6(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,  nor shall the  Company be liable 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 a  Violation  which  occurs in  reliance
      upon and in conformity with written  information  furnished  expressly for
      use in  connection  with such  registration  by any such Holder,  officer,
      director, underwriter or controlling person of such Holder.

            (B) To the extent  permitted by law, each Holder shall indemnify and
      hold harmless the Company,  each of its  directors,  its officers and each
      person,  if any,  who  controls  the  Company  within  the  meaning of the
      Securities Act, any  underwriter,  any other Holder selling  securities in
      such  registration  statement  and  any  controlling  person  of any  such
      underwriter  or other  Holder,  against  any  losses,  claims,  damages or
      liabilities  (joint or several) to which the Company or any such director,
      officer,   controlling   person,   underwriter  or  other  Holder  selling
      securities may become  subject under the Securities  Act, the Exchange Act
      or other federal or state law, insofar as such losses,  claims, damages or
      liabilities (or actions in respect thereto) arise out of or are based upon
      any


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      Violation,  in each case to the extent (and only to the extent)  that such
      Violation occurs in reliance upon and in conformity with written

      information  furnished by such Holder under an instrument duly executed by
      such Holder and stated to be specifically  for use in connection with such
      registration;  and such Holder  shall pay as  incurred  any legal or other
      expenses  reasonably  incurred by any person  intended  to be  indemnified
      pursuant to this  subsection  2.6(b) in connection with  investigating  or
      defending  any such  loss,  claim,  damage,  liability  or action if it is
      judicially determined that there was such a Violation;  PROVIDED, HOWEVER,
      that the indemnity  agreement  contained in this Section  2.6(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 Holder,  which consent shall not be unreasonably  withheld;  PROVIDED
      FURTHER,  that in no event shall any indemnity  under this Section  2.6(b)
      exceed the net proceeds from the offering received by such Holder.

            (C)  Promptly  after  receipt  by an  indemnified  party  under this
      Section 2.6 of notice of the  commencement  of any action  (including  any
      governmental  action), such indemnified party shall, if a claim in respect
      thereof is to be made  against any  indemnifying  party under this Section
      2.6,  deliver  to  the   indemnifying   party  a  written  notice  of  the
      commencement  thereof and the  indemnifying  party shall have the right to
      participate  in and,  to the extent  the  indemnifying  party so  desires,
      jointly with any other indemnifying party similarly noticed, to assume the
      defense  thereof  with  counsel  mutually  satisfactory  to  the  parties;
      PROVIDED,  HOWEVER,  that an  indemnified  party  shall  have the right to
      retain  its own  counsel,  with the fees  and  expenses  to be paid by the
      indemnifying  party, if  representation  of such indemnified  party by the
      counsel retained by the indemnifying  party would be inappropriate  due to
      actual or potential differing interests between such indemnified party and
      any other  party  represented  by such  counsel  in such  proceeding.  The
      failure to  deliver  written  notice to the  indemnifying  party  within a
      reasonable  time of the  commencement  of any such action,  if  materially
      prejudicial  to its  ability to defend such  action,  shall  relieve  such
      indemnifying  party of any liability to the  indemnified  party under this
      Section  2.6,  but  the  omission  so to  deliver  written  notice  to the
      indemnifying  party will not relieve it of any liability  that it may have
      to any indemnified party otherwise than under this Section 2.6.

            (D) If the indemnification  provided for in this Section 2.6 is held
      by a court of competent  jurisdiction  to be unavailable to an indemnified
      party with respect to any losses,  claims, damages or liabilities referred
      to  herein,   the  indemnifying   party,  in  lieu  of  indemnifying  such
      indemnified party thereunder,  shall to the extent permitted by applicable
      law contribute to the amount paid or payable by such indemnified  party as
      a result of such loss, claim, damage or liability in such proportion as is
      appropriate to reflect the relative fault of the indemnifying party on the
      one hand and of the indemnified  party on the other in connection with the
      Violations)  that resulted in such loss,  claim,  damage or liability,  as
      well as any other relevant equitable considerations. The relative fault of
      the indemnifying party and of the indemnified party shall be determined by
      a court of law by reference to, among other things,  whether the untrue or
      alleged  untrue  statement  of a material  fact or the omission to state a
      material fact relates to information supplied by the indemnifying party or
      by the  indemnified  party and the parties'  relative  intent,  knowledge,
      access to information and opportunity to correct or prevent such

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      statement  or  omission;  PROVIDED,  HOWEVER,  that in no event  shall any
      contribution  by a  Holder  hereunder  exceed  the net  proceeds  from the
      offering  received by such Holder,  and in no event shall any contribution
      by a Holder  hereunder  exceed  the  amount  such  Holder  would have been
      obligated  to  pay  pursuant  to  Section  2.6(b)  had  such  clause  been
      enforceable.

            (E) The  obligations  of the  Company  and the  Holders  under  this
      Section  2.6 shall  survive  completion  of any  offering  of  Registrable
      Securities  in a  registration  statement  and  the  termination  of  this
      agreement.  No  indemnifying  party,  in the  defense of any such claim or
      litigation,  shall,  except  with the consent of each  indemnified  party,
      consent to entry of any judgment or enter into any  settlement  which does
      not include as an unconditional term thereof the giving by the claimant or
      plaintiff to such  indemnified  party of a release  from all  liability in
      respect to such claim or litigation.

      2.7 ASSIGNMENT OF REGISTRATION  RIGHTS. The rights to cause the Company to
register Registrable  Securities pursuant to this Section 2 may be assigned by a
Holder to one or more  transferees or assignees of the  Registrable  Securities;
PROVIDED,  HOWEVER:  (i) the  transferor  shall,  within  ten  days  after  such
transfer,  furnish to the Company written notice of the name and address of such
transferee  or  assignee  and  the   securities   with  respect  to  which  such
registration rights are being assigned,  and (ii) such transferee shall agree to
be subject to all restrictions set forth in this Agreement.  Any such transferee
or assignee shall be included in the term "Holder" as used in this Agreement.

      2.8 AMENDMENT OF REGISTRATION  RIGHTS. Any provision of this Section 2 may
be amended and the observance  thereof 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 Holders holding a majority in interest of
Registrable Securities. Any amendment or waiver effected in accordance with this
Section 2.8 shall be binding upon each Holder and the Company.

      2.9 LIMITATION ON SUBSEQUENT  REGISTRATION  RIGHTS. After the date of this
Agreement,  the Company  shall not enter into any  agreement  with any holder or
prospective holder of any securities of the Company that would grant such holder
registration rights senior to those granted to the Holders hereunder.

      2.10 "MARKET STAND-OFF" AGREEMENT;  AGREEMENT TO FURNISH INFORMATION. Each
Holder hereby agrees that such Holder shall not sell,  transfer,  make any short
sale of,  grant any option  for the  purchase  of (or enter into any  hedging or
similar  transaction  with the same economic  effect as a sale) any Common Stock
(or other  securities)  of the  Company  held by such  Holder  (other than those
included in the  registration)  for a period specified by the  representative of
the  underwriters  of Common Stock (or other  securities)  of the Company not to
exceed  one  hundred  eighty  (180)  days  following  the  effective  date  of a
registration  statement of the Company filed under the Securities Act;  PROVIDED
that:

                  (i) such agreement  shall apply only to the Company's  Initial
            Offering;

            and


                                       8
<PAGE>

                  (ii) all officers, directors and holders of at least 1% of the
            issued  and  outstanding  capital  stock of the  Company  enter into
            similar agreements.

      Each Holder agrees to execute and deliver such other  agreements as may be
reasonably requested by the Company or the underwriter which are consistent with
the  foregoing  or which  are  necessary  to give  further  effect  thereto.  In
addition,  if requested by the Company or the representative of the underwriters
of Common Stock (or other securities) of the Company, each Holder shall provide,
within ten days of such  request,  such  information  as may be  required by the
Company or such  representative  in connection with the completion of any public
offering of the Company's securities pursuant to a registration  statement filed
under the Securities Act. The  obligations  described in this Section 2.10 shall
not apply to a registration  relating  solely to employee  benefit plans on Form
S-1 or Form S-8 or similar  forms that may be  promulgated  in the future,  or a
registration relating solely to a Commission Rule 145 transaction on Form S-4 or
similar  forms that may be  promulgated  in the  future.  The Company may impose
stop-transfer  instructions with respect to the shares of Common Stock (or other
securities)  subject to the foregoing  restriction until the end of said 180-day
period.  Each Holder  agrees that any  transferee  of any shares of  Registrable
Securities shall be bound by this Section 2.10.

      2.11 RULE 144  REPORTING.  With a view to making  available to the Holders
the benefits of certain  rules and  regulations  of the SEC which may permit the
sale of the  Registrable  Securities  to the public  without  registration,  the
Company agrees to use its best efforts to:

            (A) Make and keep public information  available,  as those terms are
      understood  and defined in SEC Rule 144 or any similar or  analogous  rule
      promulgated  under the  Securities  Act, at all times after the  effective
      date of the first registration filed by the Company for an offering of its
      securities to the general public;

            (B) File with the SEC,  in a timely  manner,  all  reports and other
      documents required of the Company under the Exchange Act; and

            (C) So long as a Holder owns any Registrable Securities,  furnish to
      such Holder forthwith upon request: (i) a written statement by the Company
      as to its compliance  with the reporting  requirements of said Rule 144 of
      the  Securities  Act,  and of the  Exchange  Act (at any time after it has
      become  subject to such reporting  requirements);  (ii) a copy of the most
      recent  annual or quarterly  report of the  Company;  and (iii) such other
      reports and  documents as such Holder may  reasonably  request in availing
      itself of any rule or  regulation  of the SEC allowing it to sell any such
      securities without registration.

SECTION 3. COVENANTS OF THE COMPANY

      3.1 BASIC FINANCIAL INFORMATION AND REPORTING.

            (A) The Company shall  maintain true books and records of account in
      which  full  and  correct  entries  shall  be  made  of all  its  business
      transactions   pursuant  to  a  system  of  accounting   established   and
      administered in accordance with generally accepted  accounting  principles
      consistently  applied,  and will set aside on its  books  all such  proper



                                       9
<PAGE>

      accruals  and  reserves  as shall be  required  under  generally  accepted
      accounting principles consistently applied.

            (B) As soon as practicable  after the end of each fiscal year of the
      Company,  and in any event within 120 days  thereafter,  the Company shall
      furnish to each  Investor  holding at least 20,000  shares of Common Stock
      (including  shares of Common Stock issued or issuable  upon  conversion of
      shares of Preferred  Stock) (a "Major  Investor")  a balance  sheet of the
      Company,  as at the end of such fiscal year, and a statement of income and
      a statement of cash flows of the Company,  for such year,  all prepared in
      accordance  with generally  accepted  accounting  principles  consistently
      applied and setting forth in each case in comparative form the figures for
      the  previous  fiscal  year,  all in  reasonable  detail.  Such  financial
      statements  shall  be  accompanied  by a report  and  opinion  thereon  by
      independent  public  accountants   selected  by  the  Company's  Board  of
      Directors.  Nothing  herein shall be deemed to require the Company to have
      audited financial statements.

            (C) The Company  shall  furnish to each Major  Investor,  as soon as
      practicable  after  the  end of the  first,  second  and  third  quarterly
      accounting  periods in each fiscal year of the  Company,  and in any event
      within 45 days thereafter, a balance sheet of the Company as of the end of
      each such quarterly  period,  and a statement of income and a statement of
      cash flows of the Company for such period and for the current  fiscal year
      to  date,  prepared  in  accordance  with  generally  accepted  accounting
      principles,  with the  exception  that no notes need be  attached  to such
      statements and year-end audit adjustments may not have been made.

            (D) The Company will furnish to each Major Investor: (i) at least 30
      days  prior to the  beginning  of each  fiscal  year an annual  budget and
      operating  plans  for such  fiscal  year  (and as soon as  available,  any
      subsequent  revisions  thereto) and (ii) as soon as practicable  after the
      end of each month, and in any event within 20 days  thereafter,  a balance
      sheet of the Company as of the end of each such month,  and a statement of
      income and a statement of cash flows of the Company for such month and for
      the current  fiscal year to date,  including a comparison  to plan figures
      for such period, prepared in accordance with generally accepted accounting
      principles  consistently applied, with the exception that no notes need be
      attached to such  statements and year-end audit  adjustments  may not have
      been made.

      3.2 INSPECTION  RIGHTS. On five days' written notice,  each Major Investor
shall have the right to visit and inspect any of the  properties  of the Company
or any of its subsidiaries, and to discuss the affairs, finances and accounts of
the Company or any of its  subsidiaries  with its  officers,  and to review such
information as is reasonably requested all at such reasonable times and as often
as may be reasonably requested.

      3.3 CONFIDENTIALITY OF RECORDS. The Investor agrees to use, and to use its
best efforts to insure that its authorized  representatives use, the same degree
of care as the Investor uses to protect its own confidential information to keep
confidential  any  information  furnished to it which the Company  identifies as
being  confidential  or proprietary  (so long as such  information is not in the
public domain).


                                       10
<PAGE>

      3.4  RESERVATION  OF COMMON STOCK.  The Company shall at all times reserve
and keep available,  solely for issuance and delivery upon the conversion of the
Series A Stock (including  Series A Stock issuable upon exercise of the Series A
Warrants),  the  Series  B  Stock,  the  Series  B-1  Stock  and  Series C Stock
(including Series C Stock issuable upon exercise of the Series C Warrants),  all
Common Stock issuable from time to time upon such conversion.

      3.5 INDEMNIFICATION. The Company's Certificate of Incorporation and Bylaws
shall provide,  to the maximum extent  permitted by law, for  elimination of the
liability of directors  and for  indemnification  of directors  and officers for
acts on behalf of the Company.

      3.6  TERMINATION OF COVENANTS.  All covenants of the Company  contained in
Section 3 of this  Agreement  shall  remain  in  effect so long as the  Investor
continues to hold shares of Series A Stock,  Series B Stock, Series B-1 Stock or
Series C Stock.

SECTION 4. PREEMPTIVE RIGHTS.

      4.1 SUBSEQUENT  OFFERINGS.  Each Investor shall have a preemptive right to
purchase its PRO RATA share of all Equity Securities, as defined below, that the
Company may, from time to time, propose to sell and issue after the date of this
Agreement,  other than the Equity Securities excluded by Section 4.5 hereof. The
Investor's  PRO RATA  share is equal to the  Equity  Securities  offered  by the
Company  multiplied by a fraction:  (i) the numerator of which is the sum of the
number of shares of the Company's  Common Stock  (including all shares of Common
Stock issued or issuable upon conversion of the Shares) of which the Investor is
deemed  to be a  holder  immediately  prior  to  the  issuance  of  such  Equity
Securities;  (ii) the  denominator of which is the total number of shares of the
Company's  outstanding Common Stock (including all shares of Common Stock issued
or  issuable  upon  conversion  of  the  Shares  or  upon  the  exercise  of any
outstanding warrants or options) immediately prior to the issuance of the Equity
Securities.  The term  "Equity  Securities"  shall mean:  (A) any Common  Stock,
Preferred Stock or other security of the Company  (excluding  shares of Series B
Stock issued in  connection  with the Series B  Financing,  shares of Series B-1
Stock issued in connection  with the Series B-1 Financing and shares of Series C
Stock  issued in  connection  with the  Series C  Financing);  (B) any  security
convertible,  with or without  consideration,  into any Common Stock,  Preferred
Stock or other  security  (including  any option to purchase  such a convertible
security);  (C) any  security  carrying  any warrant or right to subscribe to or
purchase any Common Stock,  Preferred Stock or other  security;  or (D) any such
warrant or right.

      4.2  EXERCISE  OF  RIGHTS.  If the  Company  proposes  to issue any Equity
Securities,  it shall  give  each  Investor  written  notice  of its  intention,
describing the Equity  Securities,  the price and the terms and conditions  upon
which the Company  proposes to issue the same.  Each Investor shall have 15 days
from the giving of such  notice to agree to  purchase  its PRO RATA share of the
Equity  Securities for the price and upon the terms and conditions  specified in
the notice by giving  written  notice to the  Company  and  stating  therein the
quantity of Equity  Securities to be purchased.  Notwithstanding  the foregoing,
the Company shall not be required to offer or sell such Equity Securities to any
Investor who would cause the Company to be in violation  of  applicable  federal
securities laws by virtue of such offer or sale.


                                       11
<PAGE>

      4.3 ISSUANCE OF EQUITY SECURITIES TO OTHER PERSONS.  If any Investor fails
to  exercise  in full its  preemptive  right,  the  Company  shall  have 90 days
thereafter  to sell the Equity  Securities  in respect of which such  Investor's
rights were not  exercised,  at a price and upon  general  terms and  conditions
materially no more  favorable to the  purchasers  thereof than  specified in the
Company's notice to each Investor pursuant to Section 4.2 hereof. If the Company
has not sold  such  Equity  Securities  within  90 days of the  notice  provided
pursuant to Section  4.2,  the Company  shall not  thereafter  issue or sell any
Equity  Securities,  without first offering such  securities to each Investor in
the manner provided above.

      4.4 TERMINATION  AND WAIVER OF PREEMPTIVE  RIGHTS.  The preemptive  rights
established  by this Section 4 shall not apply to, and shall  terminate upon the
effective  date of,  the  registration  statement  pertaining  to the  Company's
Initial Offering.

      4.5 EXCLUDED SECURITIES. The preemptive rights established by this Section
4 shall have no application to any of the following Equity Securities:

            (A) shares of Common Stock (and/or options, warrants or other Common
      Stock purchase rights issued  pursuant to such options,  warrants or other
      rights)  as  adjusted  for  any  stock  dividends,  combinations,  splits,
      recapitalizations  and the  like  issued  or to be  issued  to  employees,
      officers or directors of, or consultants or advisors to the Company or any
      subsidiary,  pursuant  to stock  purchase or stock  option  plans or other
      arrangements that are approved by the Board of Directors;

            (B) stock issued pursuant to any rights or agreements outstanding as
      of the date of this Agreement,  options and warrants outstanding as of the
      date of this  Agreement;  and stock issued  pursuant to any such rights or
      agreements  granted  after the date of this  Agreement;  PROVIDED that the
      preemptive  rights  established  by this Section 4 applied with respect to
      the initial sale or grant by the Company of such rights or agreements;

            (C) any Equity Securities  issued for consideration  other than cash
      pursuant  to a merger,  consolidation,  acquisition  or  similar  business
      combination approved by the Board of Directors;

            (D)  shares of Common  Stock  issued  in  connection  with any stock
      split, stock dividend or recapitalization by the Company; and

            (E) shares of Common Stock issued upon conversion of the Shares.

SECTION 5. MISCELLANEOUS.

      5.1 GOVERNING LAW. This Agreement shall be governed by and construed under
the laws of the State of Delaware  (without regard to principles of conflicts of
laws).

      5.2 SURVIVAL.  The representations,  warranties,  covenants and agreements
made  herein  shall  survive any  investigation  made by the  Investors  and the
closing of the transactions  contemplated  hereby.  All statements as to factual
matters  contained in any  certificate  or other  instrument  delivered by or on
behalf of the  Company  pursuant  hereto  in  connection  with the


                                       12
<PAGE>

transactions  contemplated  hereby  shall be  deemed to be  representations  and
warranties by the Company hereunder solely as of the date of such certificate or
instrument.

      5.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
successors,  assigns,  heirs, executors and administrators of the parties hereto
and shall inure to the benefit of and be enforceable by each person who shall be
a holder  of Shares  from time to time;  PROVIDED,  HOWEVER,  that  prior to the
receipt by the Company of adequate  written notice of the transfer of any Shares
specifying the full name and address of the transferee, the Company may deem and
treat the  person  listed as the  holder of such  shares in its  records  as the
absolute owner and holder of such shares for all purposes, including the payment
of dividends or any redemption price.

      5.4 ENTIRE  AGREEMENT.  This Agreement and the other  documents  delivered
pursuant  thereto  constitute  the full and entire  understanding  and agreement
between the parties  with  regard to the  subjects  hereof and no party shall be
liable or bound to any other in any manner by any  representations,  warranties,
covenants and agreements except as specifically set forth herein and therein.

      5.5  SEVERABILITY.  In the  event  one or more of the  provisions  of this
Agreement  should,   for  any  reason,  be  held  to  be  invalid,   illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other  provisions  of this  Agreement,  and this  Agreement
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.

      5.6 AMENDMENT AND WAIVER.

            (A) Except as otherwise  expressly  provided,  this Agreement may be
      amended or modified  only upon the written  consent of the Company and the
      Investors holding a majority in interest of the then outstanding Shares.

            (B) Except as otherwise expressly  provided,  the obligations of the
      Company and the rights of the Holders  under this  Agreement may be waived
      only with the  written  consent of the  holders of at least a majority  in
      interest of the Registrable Securities.

            (C) For the purposes of determining the persons  entitled to vote or
      exercise  any rights  hereunder,  the  Company  shall be  entitled to rely
      solely on the list of record  holders of its stock as  maintained by or on
      behalf of the Company.

      5.7  DELAYS  OR  OMISSIONS.  It is  agreed  that no delay or  omission  to
exercise any right, power or remedy accruing to each Investor,  upon any breach,
default or  noncompliance  of the Company under this Agreement  shall impair any
such right,  power or remedy,  nor shall it be  construed  to be a waiver of any
such breach,  default or noncompliance,  or any acquiescence  therein, or of any
similar breach,  default or noncompliance  thereafter  occurring.  It is further
agreed that any waiver,  permit, consent or approval of any kind or character on
an Investor's part of any breach,  default or noncompliance  under the Agreement
or any waiver on such  Investor's  part of any  provisions or conditions of this
Agreement  must  be in  writing  and  shall  be  effective  only  to the  extent
specifically  set  forth  in such  writing.  All  remedies,  either  under  this


                                       13
<PAGE>

Agreement,  by law or otherwise  afforded to each Investor,  shall be cumulative
and not alternative.

      5.8  NOTICES.  All notices  required or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified; (b) when sent by confirmed electronic mail or facsimile if
sent during normal  business  hours of the  recipient;  if not, then on the next
business  day; (c) five days after having been sent by  registered  or certified
mail, return receipt  requested,  postage prepaid;  or (d) one day after deposit
with a nationally  recognized  overnight courier,  specifying next day delivery,
with written  verification of receipt.  All communications  shall be sent to the
party to be notified at the address as set forth on the signature page hereof or
at such other address as such party may  designate by 10 days'  advance  written
notice to the other parties hereto.

      5.9 ATTORNEYS' FEES. In the event that any suit or action is instituted to
enforce any provision in this Agreement,  the arbitrator may allocate attorneys'
fees and  expenses so that the  prevailing  party in such dispute is entitled to
recover from the losing party all or some of its,  attorneys'  fees and expenses
of enforcing  any right of such  prevailing  party under or with respect to this
Agreement.  For purposes of this Section 5.9, "attorneys' fees and expenses" may
include such reasonable fees and expenses of attorneys and accountants,  as well
as arbitration fees, costs and expenses of appeals.

      5.10 TITLES AND SUBTITLES.  The titles of the sections and  subsections of
this  Agreement  are  for  convenience  of  reference  only  and  are  not to be
considered in construing this Agreement.

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

      5.12  ARBITRATION.  All disputes,  controversies or differences  which may
arise  between the parties  out of, in  relation to or in  connection  with this
Agreement  (or its breach),  which  cannot be amicably  resolved by the parties,
shall be finally  settled by arbitration in Chicago,  Illinois,  pursuant to the
Commercial  Arbitration  Rules of the American  Arbitration  Association  or its
successor,  before a panel of one arbitrator with investment banking experience,
to be selected in accordance with said rules.  Except as provided in Section 5.9
above: (i) the costs of arbitration shall be shared equally between the parties,
and (ii) each  party  shall be  responsible  for its own  attorneys'  fees.  The
parties  shall have the right to discovery as provided for in the Federal  Rules
of Civil  Procedure,  and the  arbitrator  shall be  empowered  to  compel  such
discovery.  The award  rendered  therein shall be final and binding upon all the
parties and may be reduced to a judgment in a court of competent jurisdiction.


                                       14
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have executed this THIRD AMENDED
AND  RESTATED  INVESTOR  RIGHTS  AGREEMENT as of the date set forth in the first
paragraph hereof.

THE COMPANY:

OVATION PRODUCTS CORPORATION

Signature:  /s/ William E. Lockwood
           ----------------------------------

Print Name:  William E. Lockwood
            ---------------------------------

Title:  President and COO
       --------------------------------------

ADDRESS:

395 East Dunstable Road
Nashua, NH 03062
Phone: (603) 891-3224
Fax:   (603) 891-4957

<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have executed this THIRD AMENDED
AND  RESTATED  INVESTOR  RIGHTS  AGREEMENT as of the date set forth in the first
paragraph hereof.

THE INVESTORS:

Signature:   /s/ William E. Lockwood
           ----------------------------------

Print Name:  William E. Lockwood
            ---------------------------------

Title:  President and COO
       --------------------------------------

ADDRESS: