Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT


	dated as of January 7, 2000


	among


	IBP, inc.

	and

	THE HOLDERS OF REGISTRABLE SECURITIES REFERRED TO HEREIN




	REGISTRATION RIGHTS AGREEMENT


Registration Rights Agreement (this "Agreement") dated as
of January 7, 2000 among IBP, inc., a Delaware corporation (the
"Company"), and the Persons named on Schedule 1 as Holders (each a
"Holder" and collectively, the "Holders").

	RECITALS

WHEREAS, the parties hereto hereby desire to set forth
the Holders' rights and the Company's obligations to cause the
registration of the Registerable Securities pursuant to the
Securities Act (as defined below);

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


Section 1.	Definitions and Usage.

As used in this Agreement:

1.1.		Definitions.


Commission.  "Commission" shall mean the Securities
and Exchange Commission.

Common Stock.  "Common Stock" shall mean the common
stock, par value $.05 per share, of the Company.

Demand Registration.  "Demand Registration" shall
have the meaning set forth in Section 2.1(i).

Demanding Holders.  "Demanding Holders" shall have
the meaning set forth in Section 2.1(i).

Exchange Act.  "Exchange Act" shall mean the
Securities Exchange Act of 1934.

Holder.  "Holders" shall mean the Persons named on
Schedule 1 as Holders of Registerable Securities.

Majority Selling Holders.  "Majority Selling
Holders" means those Selling Holders whose Registerable Securities
included in such registration represent a majority of the
Registerable Securities of all Selling Holders included therein.

Person.  "Person" shall mean any individual,
corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated
organization or government or other agency or political subdivision
thereof.

Piggyback Registration.  "Piggyback Registration"
shall have the meaning set forth in Section 3.

Register, Registered and Registration.  "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 by the Commission of effectiveness of such
registration statement or document.
Registerable Securities.  "Registerable Securities"
shall mean:  the Shares owned by Holders on the date hereof, and
owned by a Holder on the date of determination; provided, however,
that Registerable Securities shall not include any Securities which
have theretofore been registered and sold pursuant to the
Securities Act or which have been sold to the public pursuant to
Rule 144 or any similar rule promulgated by the Commission pursuant
to the Securities Act, and, provided further, the Company shall
have no obligation under Sections 2 and 3 to register any
Registerable Securities of a Holder if the Company shall deliver to
the Holders requesting such registration a written opinion of
counsel reasonably satisfactory to such Holders and its counsel to
the effect that the proposed sale or disposition of all of the
Registerable Securities for which registration was requested does
not require registration under the Securities Act for a sale or
disposition in a single public sale, and offers to remove any and
all legends restricting transfer from the certificates evidencing
such Registerable Securities.

Registerable Securities then outstanding.
"Registerable Securities then outstanding" shall mean, with respect
to a specified determination date, the Registerable Securities
owned by all Holders on such date.

Registration Expenses.  "Registration Expenses"
shall have the meaning set forth in Section 6.1.

Securities Act.  "Securities Act" shall mean the
Securities Act of 1933.

Selling Holders.  "Selling Holders" shall mean,
with respect to a specified registration pursuant to this
Agreement, Holders whose Registerable Securities are included in
such registration.

Shares.  "Shares" shall mean the shares of Common
Stock held by the Holders on the date of this Agreement.

Transfer.  "Transfer" shall mean and include the
act of selling, giving, transferring, creating a trust (voting or
otherwise), assigning or otherwise disposing of (other than
pledging, hypothecating or otherwise transferring as security) (and
correlative words shall have correlative meanings); provided
however, that any transfer or other disposition upon foreclosure or
other exercise of remedies of a secured creditor after an event of
default under or with respect to a pledge, hypothecation or other
transfer as security shall constitute a "Transfer".

Underwriters' Representative.  "Underwriters'
Representative" shall mean the managing underwriter, who in this
case shall be Donaldson, Lufkin & Jenrette.

Violation.  "Violation" shall have the meaning set
forth in Section 7.1.

1.2.		Usage.

(i)		References to a Person are also references
to its assigns and successors in interest (by means of merger,
consolidation or sale of all or substantially all the assets of
such Person or otherwise, as the case may be).

(ii)		References to Registerable Securities
"owned" by a Holder shall include Registerable Securities
beneficially owned by such Person but which are held of record in
the name of a nominee, trustee, custodian, or other agent, but
shall exclude shares of Common Stock held by a Holder in a
fiduciary capacity for customers of such Person.

(iii)		References to a document are to it as
amended, waived and otherwise modified from time to time and
references to a statute or other governmental rule are to it as
amended and otherwise modified from time to time (and references to
any provision thereof shall include references to any successor
provision).

(iv)		References to Sections or to Schedules or
Exhibits are to sections hereof or schedules or exhibits hereto,
unless the context otherwise requires.

(v)		The definitions set forth herein are
equally applicable both to the singular and plural forms and the
feminine, masculine and neuter forms of the terms defined.

(vi)		The term "including" and correlative terms
shall be deemed to be followed by "without limitation" whether or
not followed by such words or words of like import.

(vii)		The term "hereof" and similar terms refer
to this Agreement as a whole.

(viii)		The "date of" any notice or request given
pursuant to this Agreement shall be determined in accordance with
Section 12.

Section 2.	Demand Registration.

	2.1.

(i)		On one occasion, on or after November 1, 2000;
if one or more Holders that own an aggregate of 30% or more of the
Registerable Securities then outstanding shall make a written
request to the Company (the "Demanding Holders"), the Company shall
cause there to be filed with the Commission a registration
statement meeting the requirements of the Securities Act (a "Demand
Registration"), and each Demanding Holder shall be entitled to have
included therein (subject to Section 2.5) all or such number of
such Demanding Holder's Registered Shares, as the Demanding Holder
shall report in writing; provided, however, that one (1) additional
Demand Registration may be requested by a minimum of 30% of the
remaining Registerable Securities, after the first Demand
Registration is completed or withdrawn.  The second request for a
demand registration may be made pursuant to this Section 2.1 eight
(8) months after the date of the initial request for a Demand
Registration (in no event, however, will such a Demand Registration
occur in the event less than three (3) months remain before the
Shares become freely tradable).  Any request made pursuant to this
Section 2.1 shall be addressed to the attention of the Secretary of
the Company, and shall specify the number of Registerable
Securities to be registered, the Holders thereof, and that the
request is for a Demand Registration pursuant to this Section
2.1(i).

(ii)		The Company shall be entitled to postpone
for up to one - 60 day period, the filing of any registration
statement relating to any Demand Registration otherwise required to
be prepared and filed pursuant to this Section 2.1, if the Board
determines, in its good faith reasonable judgment (with the
concurrence of the managing underwriter, if any), that such
registration and the Transfer of Registerable Securities
contemplated thereby would materially interfere with, or require
premature disclosure of, any financing, acquisition or
reorganization  involving the Company or any of its wholly owned
subsidiaries and the Company promptly gives the Demanding Holders
notice of such determination.

(iii)	Whenever the Company shall have received a
demand pursuant to Section 2.1(i) to effect the registration of any
Registerable Shares, the Company shall promptly give written notice
of such proposed registration to all Holders.  Any such Holder may,
within twenty (20) days after receipt of such notice, request in
writing that all of such Holder's Registerable Shares, or any
portion thereof designated by such Holder, be included in the
registration.

2.2.		Following receipt of a request for a Demand
Registration, the Company shall:

(i)		File the registration statement with the
Commission as promptly as practicable, and shall use the Company's
best efforts to have the registration declared effective under the
Securities Act as soon as reasonably practicable, in each instance
giving due regard to the need to prepare current financial
statements, conduct due diligence and complete other actions that
are reasonably necessary to effect a registered public offering.

(ii)		Use the Company's best efforts to keep the
relevant registration statement continuously effective pursuant to
a Demand Registration, for up to 30 days or such longer period as
the Underwriters' Representative shall require to complete the
offering, such completion to be evidenced by the Underwriters'
Representative giving notice to the underlying syndicate, if any,
that the distribution is completed.  Notwithstanding the foregoing,
if for any reason the effectiveness of a registration pursuant to
this Section 2 is suspended or, in the case of a Demand
Registration, postponed as permitted by Section 2.1(ii), the
foregoing period shall be extended by the aggregate number of days
of such suspension or postponement.

2.3.		The Company shall be obligated to effect no
more than two Demand Registrations.  For purposes of the preceding
sentence, registration shall not be deemed to have been effected
(i) unless a registration statement with respect thereto has become
effective, (ii) if after such registration statement has become
effective, such registration or the related offer, sale or
distribution of Registerable Securities thereunder is interfered
with by any stop order, injunction or other order or requirement of
the Commission or other governmental agency or court for any reason
not attributable to the Selling Holders and such interference is
not thereafter eliminated, or (iii) if the conditions to closing
specified in the underwriting agreement, if any, entered into in
connection with such registration are not satisfied or waived,
other than by reason of a failure on the part of the Selling
Holders.  If the Company shall have complied with its obligations
under this Agreement, a right to demand a registration pursuant to
this Section 2 shall be deemed to have been satisfied upon the
earlier of (x) the date as of which all of the Registerable
Securities included therein (in the amount approved by the
Underwriters' Representative) shall have been disposed of pursuant
to the Registration Statement, and (y) the date as of which such
Demand Registration shall have been continuously effective for a
period of 30 days, provided no stop order or similar order, or
proceedings for such an order, is thereafter entered or initiated.

2.4.		A registration pursuant to this Section 2
shall be on such appropriate registration form of the Commission as
shall (i) be selected by the Company, and (ii) permit the
disposition of the Registerable Securities in accordance with the
intended method or methods of disposition specified in the request
pursuant to Section 2.1(i).

2.5.		Whenever the Company shall effect a
registration pursuant to this Section 2 in connection with an
underwritten offering by one or more Selling Holders of
Registerable Securities:  if the Underwriters' Representative
advises each such Selling Holder in writing that, in its opinion,
the amount of securities requested to be included in such offering
(whether by Selling Holders or others) exceeds the amount which can
be sold in such offering without a disruption in the sale of the
Company's shares, securities shall be included in such offering and
the related registration, to the extent of the amount which can be
sold within such price range, and Holders shall each be required to
reduce, on a pro-rata basis, the number of shares offered in such
Demand Registration.  Notwithstanding the foregoing, if the Company
desires to sell securities for its own account as part of such
registration, it may include a number of securities having a value
equal to not more than 30% of the total value (based on estimated
market prices) of all securities being sold pursuant to such
registration.  However, the Company's share shall be reduced pro-
rata in the event the Holders are required to take a reduction as
described above.

Section 3.	Piggyback Registration.

3.1.		If at any time the Company proposes to
register (including for this purpose a registration effected by the
Company for shareholders of the Company other than the Holders)
securities under the Securities Act in connection with the public
offering solely for cash on Form S-1, S-2 or S-3 (or any
replacement or successor forms), the Company shall promptly give
each Holder of Registerable Securities written notice of such
registration (a "Piggyback Registration").  Upon the written
request of each Holder given within 20 days following the date of
such notice, the Company shall cause to be included in such
registration statement and use its best efforts to be registered
under the Securities Act all the Registerable Securities that each
such Holder shall have requested to be registered; provided,
however, that such right of inclusion shall not apply to any
registration statement covering an underwritten offering of
convertible debt securities.  The Company shall have the absolute
right to withdraw or cease to prepare or file any registration
statement for any offering referred to in this Section 3 without
any obligation or liability to any Holder.

3.2.		If the Underwriters' Representative shall
advise the Company in writing (with a copy to each Selling Holder)
that, in its opinion, the amount of Registerable Securities
requested to be included in such registration would materially
adversely affect such offering, or the timing thereof, then the
Company will include in such registration, to the extent of the
amount and class which the Company is so advised can be sold
without such material adverse effect in such offering:  First, all
securities proposed to be sold by the Company for its own account;
second, the Registerable Securities requested to be included in
such registration by Holders pursuant to this Section 3, and all
other securities being registered pursuant to the exercise of
contractual rights comparable to the rights granted in this
Section 3, pro rata based on the estimated gross proceeds from the
sale thereof; and third all other securities requested to be
included in such registration.

3.3.		Each Holder shall be entitled to have its
Registerable Securities included in up to two (2) Piggyback
Registrations pursuant to this Section 3.

Section 4.	Registration Procedures.  Whenever required
under Section 2 or Section 3 to effect the registration of any
Registerable Securities, the Company shall, as expeditiously as
practicable:

4.1.		Prepare and file with the Commission a
registration statement with respect to such Registerable Securities
and use the Company's reasonable efforts to cause such registration
statement to become effective.

4.2.		Prepare and file with the Commission 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 and rules thereunder with respect to the disposition of all
securities covered by such registration statement.  The Company
shall amend the registration statement or supplement the prospectus
whenever required by the terms of the underwriting agreement
entered into pursuant to Section 5.2.  Pending such amendment or
supplement each such Holder shall cease making offers or Transfers
of Registerable Shares pursuant to the prior prospectus.  In the
event that any Registerable Securities included in a registration
statement subject to, or required by, this Agreement remain unsold
at the end of the period during which the Company is obligated to
use its best efforts to maintain the effectiveness of such
registration statement, the Company may file a post-effective
amendment to the registration statement for the purpose of removing
such Securities from registered status.

4.3.		Furnish to each Selling Holder of
Registerable Securities, without charge, such numbers of copies of
the registration statement, any pre-effective or post-effective
amendment thereto, the prospectus, including each preliminary
prospectus and any amendments or supplements thereto, in each case
in conformity with the requirements of the Securities Act and the
rules thereunder, and such other related documents as any such
Selling Holder may reasonably request in order to facilitate the
disposition of Registerable Securities owned by such Selling
Holder.

4.4.		Use the Company's reasonable efforts (i) to
register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such
states or jurisdictions as shall be reasonably requested by the
Underwriters' Representative (as applicable, or if inapplicable, in
up to ten states designated by the Majority Selling Holders), and
(ii) to obtain the withdrawal of any order suspending the
effectiveness of a registration statement, or the lifting of any
suspension of the qualification (or exemption from qualification)
of the offer and transfer of any of the Registerable Securities in
any jurisdiction, at the earliest possible moment; provided,
however, that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions.

4.5.		Enter into and perform the Company's
obligations under an underwriting agreement (including
indemnification and contribution obligations of underwriters), in
usual and customary form, with the managing underwriter or
underwriters of such offering.  The Company shall also cooperate
with the Majority Selling Holders, and the Underwriters'
Representative for such offering in the marketing of the
Registerable Shares, including making available the Company's
officers, accountants, counsel, premises, books and records for
such purpose, but the Company shall not be required to incur any
material out-of-pocket expense pursuant to this sentence.

4.6.		Promptly notify each Selling Holder of (and
provide each Selling Holder of a copy of) any stop order issued or
threatened to be issued by the Commission in connection therewith
(and take all reasonable actions required to prevent the entry of
such stop order or to remove it if entered.

4.7		Prior to filing the registration statement,
furnish to one counsel selected by the holders of the Registerable
Securities copies of such documents proposed to be filed for their
review.

4.8.		Make available for inspection by any
Selling Holder, any underwriter participating in such offering and
the representatives of the Underwriter, all financial and other
information as shall be reasonably requested by them, and provide
the Selling Holder, any underwriter participating in such offering
and the representatives of the Underwriter the reasonable
opportunity to discuss the business affairs of the Company with its
principal executives and independent public accountants who have
certified the audited financial statements included in such
registration statement, in each case all as necessary to enable
them to exercise their due diligence responsibility under the
Securities Act; provided, however, that information that the
Company determines, in good faith, to be confidential and which the
Company advises such Person in writing, is confidential shall not
be disclosed unless such Person signs a confidentiality agreement
reasonably satisfactory to the Company or the related Selling
Holder of Registerable Securities agrees to be responsible for such
Person's breach of confidentiality on terms reasonably satisfactory
to the Company.

4.9.		Use the Company's reasonable efforts to
obtain a so-called "comfort letter" from its independent public
accountants, and legal opinions of counsel to the Company addressed
to the Selling Holders, in customary form and covering such matters
of the type customarily covered by such letters, and in a form that
shall be reasonably satisfactory to Majority Selling Holders.  The
Company shall furnish to each Selling Holder a signed counterpart
of any such comfort letter or legal opinion.  Delivery of any such
opinion or comfort letter shall be subject to the recipient
furnishing such written representations or acknowledgements as are
customarily provided by selling shareholders who receive such
comfort letters or opinions.

4.10.		Provide and cause to be maintained a
transfer agent and registrar for all Registerable Securities
covered by such registration statement from and after a date not
later than the effective date of such registration statement.

4.11.		Use reasonable efforts to cause the
Registerable Securities covered by such registration statement to
be listed on the New York Stock Exchange, or such other national
securities exchange on which the Company's shares may be
registered.

4.12.		Use the Company's reasonable efforts to
provide a CUSIP number for the Registerable Securities prior to the
effective date of the first registration statement including
Registerable Securities.

4.13.		Take such other actions as are reasonably
required in order to expedite or facilitate the disposition of
Registerable Securities included in each such registration.

Section 5.	Holders' Obligations.  It shall be a
condition precedent to the obligations of the Company to take any
action pursuant to this Agreement with respect to the Registerable
Securities of any Selling Holder of Registerable Securities that
such Selling Holder shall:

5.1.		Furnish to the Company such information
regarding such Selling Holder, the number of the Registerable
Securities owned by it, and the intended method of disposition of
such securities as shall be required to effect the registration of
such Selling Holder's Registerable Securities, and to cooperate
with the Company in preparing such registration;

5.2.		Agree to sell their Registerable Securities
to the underwriters at the same price and on substantially the same
terms and conditions agreed upon by the  Majority Selling Holders
and the Underwriter.

Section 6.	Expenses of Registration.  Expenses in
connection with registrations pursuant to this Agreement shall be
allocated and paid as follows:

	6.1.		With respect to each Demand Registration the
Selling Holders shall bear and pay all expenses incurred up to a
maximum of $250,000 (the "Maximum Amount"), in connection with any
registration, filing, or qualification of Registerable Securities
with respect to such Demand Registrations in the proportion to the
number of shares held by each such Selling Holder and requested by
such Selling Holder to be included in such Demand Registration,
including all registration, filing and National Association of
Securities Dealers, Inc. fees, all fees and expenses of complying
with securities or blue sky laws, all word processing, duplicating
and printing expenses, messenger and delivery expenses, the
reasonable fees and disbursements of the Company's independent
public accountants, including the expenses of "cold comfort"
letters required by or incident to such performance and compliance
relating to the Registrable Securities (the"Registration
Expenses").  All Securities and Exchange Commission filing fees,
underwriting discounts and commissions relating to Registrable
Securities and the fees and disbursements of any firm of counsel
for all persons selling securities (other than Company) in such
registration statement shall be the sole responsibility of Selling
Holders, and not part of the Maximum Amount set forth in this
section.   The Company shall pay only its own counsel fees and the
Registration Expenses in excess of the Maximum Amount.

6.2.		The Company shall bear and pay all
Registration Expenses incurred in connection with any Piggyback
Registrations pursuant to Section 3 for each Selling Holder (which
right may be Transferred to any Person to whom Registerable
Securities are Transferred as permitted by Section 9), but
excluding underwriting discounts and commissions relating to
Registerable Securities (which shall be paid on a pro rata basis by
the Selling Holders of Registerable Securities).

Section 7.	Indemnification; Contribution.  If any
Registerable Securities are included in a registration statement
under this Agreement:

7.1.		To the extent permitted by applicable law,
the Company shall indemnify and hold harmless each Selling Holder,
each Person, if any, who controls such Selling Holder within the
meaning of the Securities Act, and each officer, director, partner,
and employee of such Selling Holder and such controlling Person,
against any and all losses, claims, damages, liabilities and
expenses (joint or several), including attorneys' fees and
disbursements and expenses of investigation, incurred by such party
pursuant to any actual or threatened action, suit, proceeding or
investigation,  or to which any of the foregoing Persons may become
subject under the Securities Act, the Exchange Act or other federal
or state laws, insofar as such losses, claims, damages, liabilities
and expenses result directly from any of the following statements,
omissions or violations (collectively a "Violation"):

(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 applicable
state securities law or any rule or regulation promulgated under
the Securities Act, the Exchange Act or any applicable state
securities law;

provided, however, that the indemnification required by this
Section 7.1 shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or expense if such settlement
is effected without the consent of the Company, nor shall the
Company be liable in any such case for any such loss, claim,
damage, liability or expense 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 to the Company by the
indemnified party expressly for use in connection with such
registration; provided, further, that the indemnity agreement
contained in this Section 7 shall not apply to any underwriter to
the extent that any such loss is based on or arises out of an
untrue statement or alleged untrue statement of a material fact, or
an omission or alleged omission to state a material fact, contained
in or omitted from any preliminary prospectus if the final
prospectus shall correct such untrue statement or alleged untrue
statement, or such omission or alleged omission, and a copy of the
final prospectus has not been sent or given to such person at or
prior to the confirmation of sale to such person if such
underwriter was under an obligation to deliver such final
prospectus and failed to do so.


7.2.		To the extent permitted by applicable law,
each Selling Holder shall severally indemnify and hold harmless the
Company, each of its directors, each of its officers who shall have
signed the registration statement, each Person, if any, who
controls the Company within the meaning of the Securities Act, any
other Selling Holder, any controlling Person of any such other
Selling Holder and each officer, director, partner, and employee of
such other Selling Holder and such controlling Person, against any
and all losses, claims, damages, liabilities and expenses (joint
and several), including attorneys' fees and disbursements and
expenses of investigation, incurred by such party pursuant to any
actual or threatened action, suit, proceeding or investigation, or
to which any of the foregoing Persons may otherwise become subject
under the Securities Act, the Exchange Act or other federal or
state laws, insofar as such losses, claims, damages, liabilities
and expenses arise out of or are based upon any 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 Selling Holder expressly for use in connection
with such registration; provided, however, that the indemnification
required by this Section 7.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or expense if
settlement is effected without the consent of the relevant Selling
Holder of Registerable Securities, which consent shall not be
unreasonably withheld.

7.3.		Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement of any
action, suit, proceeding, investigation or threat thereof made in
writing for which such indemnified party may make a claim under
this Section 7, such indemnified party shall 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 disbursements 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 following the commencement of any such action, if
prejudicial to its ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party
under this Section 7 but shall not relieve the indemnifying party
of any liability that it may have to any indemnified party
otherwise than pursuant to this Section 7.  Any fees and expenses
incurred by the indemnified party (including any fees and expenses
incurred in connection with investigating or preparing to defend
such action or proceeding) shall be paid to the indemnified party,
as incurred, within thirty (30) days of written notice thereof to
the indemnifying party (regardless of whether it is ultimately
determined that an indemnified party is not entitled to
indemnification hereunder).  Any such indemnified party shall have
the right to employ separate counsel in any such action, claim or
proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be the expenses of such
indemnified party unless (i) the indemnifying party has agreed to
pay such fees and expenses or (ii) the indemnifying party shall
have failed to promptly assume the defense of such action, claim or
proceeding or (iii) the named parties to any such action, claim or
proceeding (including any impleaded parties) include both such
indemnified party and the indemnifying party, and such indemnified
party shall have been advised by counsel that there may be one or
more legal defenses available to it which are different from or in
addition to those available to the indemnifying party and that the
assertion of such defenses would create a conflict of interest such
that counsel employed by the indemnifying party could not
faithfully represent the indemnified party (in which case, if such
indemnified party notifies the indemnifying party in writing that
it elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right
to assume the defense of such action, claim or proceeding on behalf
of such indemnified party, it being understood, however, that the
indemnifying party shall not, in connection with any one such
action, claim or proceeding or separate but substantially similar
or related actions, claims or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one
separate firm of attorneys (together with appropriate local
counsel) at any time for all such indemnified parties, unless in
the reasonable judgment of such indemnified party a conflict of
interest may exist between such indemnified party and any other of
such indemnified parties with respect to such action, claim or
proceeding, in which event the indemnifying party shall be
obligated to pay the fees and expenses of such additional counsel
or counsels).  No indemnifying party shall be liable to an
indemnified party for any settlement of any action, proceeding or
claim without the written consent of the indemnifying party, which
consent shall not be unreasonably withheld.

7.4.		If the indemnification required by this
Section 7 from the indemnifying party is unavailable to an
indemnified party hereunder in respect of any losses, claims,
damages, liabilities or expenses referred to in this Section 7:

(i)		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, liabilities or expenses in such proportion
as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which
resulted in such losses, claims, damages, liabilities or expenses,
as well as any other relevant equitable considerations.  The
relative fault of such indemnifying party and indemnified parties
shall be determined by reference to, among other things, whether
any Violation has been committed by, or relates to information
supplied by, such indemnifying party or indemnified parties, and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such Violation.  The amount paid
or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 7.1 and
Section 7.2, any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or
proceeding.

(ii)		The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 7.4
were determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable
considerations referred to in Section 7.4(i).  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.

7.5.		If indemnification is available under this
Section 7, the indemnifying parties shall indemnify each
indemnified party to the full extent provided in this Section 7
without regard to the relative fault of such indemnifying party or
indemnified party or any other equitable consideration referred to
in Section 7.4.

7.6.		The obligations of the Company and the
Selling Holders of Registerable Securities under this Section 7
shall survive the completion of any offering of Registerable
Securities pursuant to a registration statement under this
Agreement, and otherwise.

Section 8.	Holdback.  Each Holder entitled pursuant to
this Agreement to have Registerable Securities included in a
registration statement prepared pursuant to this Agreement, if so
requested by the Underwriters' Representative in connection with an
offering of any securities covered by a registration statement
filed by Company, whether or not Holder's securities are included
therein, shall not effect any public sale or distribution of shares
of Common Stock or any securities convertible into or exchangeable
or exercisable for shares of Common Stock, including a sale
pursuant to Rule 144 under the Securities Act (except as part of
such underwritten registration), during the 15-day period prior to,
and during the 180-day period beginning on, the date such
registration statement is declared effective under the Securities
Act by the Commission, provided that such Holder is timely notified
of such effective date in writing by the Company or such
Underwriters' Representative.  In order to enforce the foregoing
covenant, the Company shall be entitled to impose stop-transfer
instructions with respect to the Registerable Securities of each
Holder that are not included in such Registration Statement until
the end of such period.

Section 9.	Amendment, Modification and Waivers; Further
Assurances.

(i)		This Agreement may be amended with the
consent of the Company and the Company may take any action herein
prohibited, or omit to perform any act herein required to be
performed by it, only if the Company shall have obtained the
written consent of Holders owning Registerable Securities
possessing a majority in number of the Registerable Securities then
outstanding to such amendment, action or omission to act.

(ii)		No waiver of any terms or conditions of
this Agreement shall operate as a waiver of any other breach of
such terms and conditions or any other term or condition, nor shall
any failure to enforce any provision hereof operate as a waiver of
such provision or of any other provision hereof.  No written waiver
hereunder, unless it by its own terms explicitly provides to the
contrary, shall be construed to effect a continuing waiver of the
provisions being waived and no such waiver in any instance shall
constitute a waiver in any other instance or for any other purpose
or impair the right of the party against whom such waiver is
claimed in all other instances or for all other purposes to require
full compliance with such provision.

(iii)	Each of the parties hereto shall execute
all such further instruments and documents and take all such
further action as any other party hereto may reasonably require in
order to effectuate the terms and purposes of this Agreement.

Section 10.	Assignment; Benefit.  This Agreement and all
of the provisions hereof shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs,
assigns, executors, administrators or successors; provided,
however, that except as specifically provided herein with respect
to certain matters, neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned or delegated
by a Holder to any person who purchases such Registerable
Securities from the Holder, unless such transferee is an
"affiliate" of the Company within the meaning of Rule 144(a)(1)
adopted by the Commission pursuant to the Securities Act.

Section 11.	Compliance with Rule 144.  At the request of
any holder of Registerable Securities who proposed, in compliance
with Rule 144 of the Commission, to sell the Registerable
Securities, the Company shall forthwith furnish to such holder or
holders a written statement of compliance with the filing
requirements of the Commission, as required in such Rule (as such
Rule may be amended from time to time), or such other information
as may be required from time to time.

Section 112.	Miscellaneous.

12.1 		Governing Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT GIVING REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.

12.2		Notices.  All notices and requests given
pursuant to this Agreement shall be in writing and shall be made by
hand-delivery, first-class mail (registered or certified, return
receipt requested), confirmed facsimile or overnight air courier
guaranteeing next business day delivery to the relevant address
specified on Schedule 1 to this Agreement.  Except as otherwise
provided in this Agreement, the date of each such notice and
request shall be deemed to be, and the date on which each such
notice and request shall be deemed given shall be:  at the time
delivered, if personally delivered or mailed; when receipt is
acknowledged, if sent by facsimile; and the next business day after
timely delivery to the courier, if sent by overnight air courier
guaranteeing next business day delivery.

12.3		Entire Agreement; Integration.  This
Agreement supersedes all prior agreements between or among any of
the parties hereto with respect to the subject matter contained
herein and therein, and such agreements embody the entire
understanding among the parties relating to such subject matter.

12.4.		Injunctive Relief.  Each of the parties
hereto acknowledges that in the event of a breach by any of them of
any material provision of this Agreement, the aggrieved party may
be without an adequate remedy at law.  Each of the parties
therefore agrees that in the event of such a breach hereof the
aggrieved party may elect to institute and prosecute proceedings in
any court of competent jurisdiction to enforce specific performance
or to enjoin the continuing breach hereof.  By seeking or obtaining
any such relief, the aggrieved party shall not be precluded from
seeking or obtaining any other relief to which it may be entitled.

12.5		Section Headings.  Section headings are for
convenience of reference only and shall not affect the meaning of
any provision of this Agreement.

12.6		Counterparts.  This Agreement may be
executed in any number of counterparts, each of which shall be an
original, and all of which shall together constitute one and the
same instrument.  All signatures need not be on the same
counterpart.

12.7		Severability.  If any provision of this
Agreement shall be invalid or unenforceable, such invalidity or
unenforceability shall not affect the validity and enforceability
of the remaining provisions of this Agreement, unless the result
thereof would be unreasonable, in which case the parties hereto
shall negotiate in good faith as to appropriate amendments hereto.

12.8		Filing.  A copy of this Agreement and of
all amendments thereto shall be filed at the principal executive
office of the Company with the corporate recorder of the Company.


12.9		Termination.  This Agreement may be
terminated at any time by a written instrument signed by the
parties hereto.  Unless sooner terminated in accordance with the
preceding sentence, this Agreement (other than Section 7 hereof)
shall terminate in its entirety on such date as there shall be no
Registerable Securities outstanding, provided that any shares of
Common Stock previously subject to this Agreement shall not be
Registerable Securities following the sale of any such shares in an
offering registered pursuant to this Agreement.

12.10.		Attorneys' Fees.  In any action or
proceeding brought to enforce any provision of this Agreement, or
where any provision hereof is validly asserted as a defense, the
successful party shall be entitled to recover reasonable attorneys'
fees (including any fees incurred in any appeal) in addition to its
costs and expenses and any other available remedy.

12.11		No Third Party Beneficiaries.  Nothing
herein expressed or implied is intended to confer upon any person,
other than the parties hereto or their respective permitted
assigns, successors, heirs and legal representatives, any rights,
remedies, obligations or liabilities under or by reason of this
Agreement.

12.12		Several Obligations.  The obligations of
the Selling Holders hereunder shall be several, not joint.

IN WITNESS WHEREOF, this Agreement has been duly executed
by the parties hereto as of the date first written above.



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