<PAGE>

                                                                    Exhibit 10.3


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                        COMMON STOCK REGISTRATION RIGHTS
                                    AGREEMENT

                          Dated as of February 2, 2000


                                      among


                        AAVID THERMAL TECHNOLOGIES, INC.,
                               HEAT HOLDINGS CORP.


                                       and


                          CIBC WORLD MARKETS CORP. and
                      FLEETBOSTON ROBERTSON STEPHENS INC.,
                              as Initial Purchasers



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<PAGE>


                  THIS COMMON STOCK REGISTRATION RIGHTS AGREEMENT (the
"AGREEMENT") is made and entered into as of February 2, 2000, among Aavid
Thermal Technologies, Inc., a Delaware corporation (the "COMPANY"), Heat
Holdings Corp., a Delaware corporation (the "INVESTOR"), and CIBC World Markets
Corp. ("CIBC"), and FleetBoston Robertson Stephens Inc. (the "INITIAL
PURCHASERS").

                  This Agreement is made pursuant to the Purchase Agreement,
dated as of January 31, 2000 among the Company and the Initial Purchasers (the
"PURCHASE AGREEMENT"), relating to the sale by the Company to the Initial
Purchasers of an aggregate of 150,000 Units, each Unit consisting of $1,000
principal amount 12 3/4% Senior Subordinated Notes due 2007 of the Company (the
"NOTES") and one (1) Warrant (collectively, "WARRANTS") to purchase initially
 .0004 shares of Class A Common Stock and .0004 shares of Class H Common Stock of
the Company. In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide to the Holders (as defined
herein) the registration rights for the Registrable Securities (as defined
herein) set forth in this Agreement and the Investor has agreed to provide the
Holders, among other things, the tag-along rights for the Warrants and the
Registrable Securities set forth herein. The execution of this Agreement is a
condition to the obligations of the Initial Purchasers to purchase the Units
under the Purchase Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

1.       DEFINITIONS.

                  As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

                  "ADVICE" shall have the meaning ascribed to that term in the
last paragraph of Section 4.

                  "AFFILIATE" of any specified Person shall mean any other
Person which, directly or indirectly, controls, is controlled by, or is under
direct or indirect common control with, such specified Person. For the purposes
of this definition, "control," when used with respect to any Person, means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise, and the terms "affiliated," "controlling" and "controlled" have
meanings correlative to the foregoing.

                  "AGREEMENT" shall have the meaning ascribed to that term in
the preamble hereto.

                  "BUSINESS DAY" shall mean a day that is not a Legal Holiday.

<PAGE>

                                      -2-


                  "CAPITAL STOCK" shall mean, with respect to any Person, any
and all shares, interests, participations, rights in or other equivalents
(however designated and whether voting and/or non-voting) of capital stock,
partnership interests or any other participation, right or other interest in the
nature of an equity interest in such Person or any option, warrant or other
security convertible into or exercisable or exchangeable for any of the
foregoing.

                  "CIBC" shall have the meaning ascribed to that term in the
preamble hereto.

                  "COMMON STOCK" shall mean the Class A Common Stock of the
Company, par value $.0001 per share, and the Class H Common Stock of the
Company, par value $.0001 per share, and any options, warrants or securities
convertible into or exercisable or exchangeable for such common stock.

                  "COMPANY" shall have the meaning ascribed to that term in the
preamble hereto and shall also include the Company's successors.

                  "EFFECTIVENESS PERIOD" shall mean the shorter of (a) 180 days
or (b) such period of time as all of the Subject Equity included in such
Registration Statement shall have been sold thereunder.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

                  "FAIR MARKET VALUE" shall mean the value of any securities as
determined by the Company's Board of Directors in good faith.

                  "HOLDER" shall mean the Initial Purchasers, for so long as
each Initial Purchaser owns any Warrants or Registrable Securities, and each of
their successors, assigns and direct and indirect transferees who become
registered owners of Warrants or Registrable Securities.

                  "INITIAL PUBLIC EQUITY OFFERING" shall mean a primary public
offering (whether or not underwritten, but excluding any offering pursuant to
Form S-8 under the Securities Act or any other publicly registered offering
pursuant to the Securities Act pertaining to an issuance of shares of Common
Stock or securities exercisable therefor under any benefit plan, employee
compensation plan, or employee or director stock purchase plan) of Common Stock
of the Company or the Investor pursuant to an effective registration statement
under the Securities Act in which the Company or the Investor receives aggregate
gross proceeds of at least $50 million.

                  "INITIAL PURCHASERS" shall have the meaning ascribed to that
term in the preamble hereto.

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                                      -3-


                  "INVESTOR" shall have the meaning ascribed to that term in th
e preamble hereto.

                  "LEGAL HOLIDAY" shall mean a Saturday, a Sunday or a day on
which banking institutions in New York, New York are required by law, regulation
or executive order to remain closed.

                  "NOTES" shall have the meaning ascribed to that term in the
preamble hereto.

                  "PARTICIPATING HOLDER" shall have the meaning ascribed to that
term in Section 3.2(a).

                  "PERSON" shall mean an individual, partnership, corporation,
limited liability company, trust or unincorporated organization, or a government
or agency or political subdivision thereof.

                  "PIGGY-BACK REGISTRATION" shall have the meaning ascribed to
that term in Section 2.1.

                  "PROPOSED PURCHASER" shall have the meaning ascribed to that
term in Section 3.2(a).

                  "PROSPECTUS" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated pursuant
to the Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement, and all other amendments and
supplements to any such prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference, if
any, in such prospectus.

                  "PURCHASE AGREEMENT" shall have the meaning ascribed to that
term in the preamble hereto.

                  "REGISTRABLE SECURITIES" shall mean any of (i) the Common
Stock issued and issuable upon exercise of the Warrants and (ii) any other
securities issued or issuable with respect to the Warrants or Warrant Shares by
way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization or
otherwise. As to any particular Registrable Securities, such securities shall
cease to be Registrable Securities when (a) a registration statement with
respect to the offering of such securities by the holder thereof shall have been
declared effective under the Securities Act and such securities shall have been
disposed of by such holder pursuant to such registration statement, (b) such
securities have been sold to the public pursuant to, or are eligible for sale to
the


<PAGE>

                                      -4-


public without volume or manner of sale restrictions under, Rule 144(k) (or
any similar provision then in force, but not Rule 144A) promulgated under the
Securities Act, (c) such securities shall have been otherwise transferred and
new certificates for such securities not bearing a legend restricting further
transfer shall have been delivered by the Company or its transfer agent and
subsequent disposition of such securities shall not require registration or
qualification under the Securities Act or any similar state law then in force or
(d) such securities shall have ceased to be outstanding.

                  "REGISTRATION EXPENSES" shall mean all expenses incident to
the Company's performance of or compliance with this Agreement, including,
without limitation, all SEC and stock exchange or National Association of
Securities Dealers, Inc. registration and filing fees and expenses, fees and
expenses of compliance with securities or blue sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities), rating agency fees, printing
expenses, messenger, telephone and delivery expenses, fees and disbursements of
counsel for the Company and all independent certified public accountants and any
fees and disbursements of underwriters customarily paid by issuers or sellers of
securities (but not including any underwriting discounts or commissions, fees of
counsel to the Holders or transfer taxes, if any, attributable to the sale of
Subject Equity by Holders of such Subject Equity).

                  "REGISTRATION STATEMENT" shall mean any registration statement
of the Company which covers any of the Subject Equity pursuant to the provisions
of this Agreement and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

                  "REQUISITE SHARES" shall mean a number of Warrants, Warrant
Shares and Registrable Securities equivalent to a majority of the Warrant Shares
subject to the originally issued Warrants.

                  "RULE 144" shall mean Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

                  "RULE 144A" shall mean Rule 144A under the Securities Act, as
such Rule may be amended from time to time.

                  "SEC" shall mean the Securities and Exchange Commission.

<PAGE>

                                      -5-


                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended from time to time.

                  "STOCKHOLDERS AGREEMENT" shall mean that certain Securities
Holders' Agreement dated February 2, 2000 by and among the Investor, Heat
Holdings II Corp. and all of the Investor's stockholders.

                  "SUBJECT EQUITY" shall mean the Warrants, Warrant Shares and
Registrable Securities.

                  "TAG-ALONG NOTICE" shall have the meaning ascribed to that
term in Section 3.2(a).

                  "TAG-ALONG RIGHT" shall have the meaning ascribed to that term
in Section 3.2(a).

                  "TRANSFER" shall have the meaning ascribed to that the term in
Section 3.2(a).

                  "TRANSFER NOTICE" shall have the meaning ascribed to that term
in Section 3.2(a).

                  "WARRANTS" shall have the meaning ascribed to that term in the
preamble hereto.

                  "WARRANT SHARES" shall mean the shares of Common Stock issued
and issuable upon exercise of the Warrants and any other securities issued or
issuable with respect to the Warrants by way of stock dividend, stock split or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise.

                  "WITHDRAWAL ELECTION" shall have the meaning ascribed to that
term in Section 2.2(c).

2.       REGISTRATION RIGHTS.

                  2.1. PIGGY-BACK REGISTRATION. If at any time the Company
proposes to file a Registration Statement under the Securities Act with respect
to an offering by the Company for its own account or for the account of any of
its respective securityholders covering the sale of Common Stock (other than (a)
a registration statement on Form S-4 or S-8 or any similar or successor form or
in connection with a registration the primary purpose of which is to register
debt securities (I.E., in connection with a so-called "equity kicker"), or (b) a
registration statement filed in connection with an offer of securities solely to
the Company's existing securityholders) for sale on the same terms and
conditions as the securities of the Company or any other selling securityholder
included therein, then the Company shall give written notice of


<PAGE>

                                      -6-


such proposed filing to the Holders of Registrable Securities as soon as
practicable (but in no event less than 10 Business Days before the
anticipated filing date), and such notice shall offer such Holders the
opportunity to register such number of Registrable Securities as each such
Holder may request (which request shall specify the Registrable Securities
intended to be disposed of by such Holder and the intended method of
distribution thereof) (a "PIGGY-BACK REGISTRATION"). The Company shall use
its commercially reasonable efforts to cause the managing underwriter or
underwriters of such proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration to be
included on the same terms and conditions as any similar securities of the
Company or any other securityholder included therein and to permit the sale
or other disposition of such Registrable Securities in accordance with the
intended method of distribution thereof. Any Holder shall have the right to
withdraw its request for inclusion of its Registrable Securities in any
Registration Statement pursuant to this Section 2.2 by giving written notice
to the Company of its request to withdraw. The Company may withdraw a
Piggy-Back Registration at any time prior to the time it becomes effective;
PROVIDED that the Company shall give prompt notice thereof to participating
Holders. The Company will pay all Registration Expenses in connection with
each registration of Registrable Securities requested pursuant to this
Section 2.1, and each Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition
of such Holder's Registrable Securities pursuant to a registration statement
effected pursuant to this Section 2.1.

                  No failure to effect a registration under this Section 2.1 and
to complete the sale of Registrable Securities in connection therewith shall
relieve the Company of any other obligation under this Agreement.

                  2.2. REDUCTION OF PIGGY-BACK REGISTRATION. (a) If the lead
managing underwriter of any underwritten offering described in Section 2.1 has
informed, in writing, the Holders of the Registrable Securities requesting
inclusion in such offering that it is its view that the total number of
securities which the Company, the Holders and any other Persons desiring to
participate in such registration intend to include in such offering exceeds the
number which can be sold in an orderly manner within a price range acceptable to
the Company and without adversely affecting the marketability of the offering,
then the securities the Company proposes to sell shall first be included in such
offering, and then the number of Registrable Securities to be offered for the
account of such Holders and the number of such securities to be offered for the
account of all such other Persons (other than the Company) participating in such
registration shall be reduced or limited PRO RATA in proportion to the
respective number of securities owned by the participating Persons to the extent
necessary to reduce the total number of securities requested to be included in
such offering to the number of securities, if any, recommended by such lead
managing underwriter.

<PAGE>

                                      -7-


                  (b) If the lead managing underwriter of any underwritten
offering described in Section 2.1 notifies the Holders requesting inclusion of
Registrable Securities in such offering that the kind of securities that such
Holders, the Company and any other Persons desiring to participate in such
registration intend to include in such offering is such as to materially and
adversely affect the success of such offering, (x) the Registrable Securities to
be included in such offering shall be reduced as described in clause (a) above
or (y) if a reduction in the Registrable Securities pursuant to clause (a) above
would, in the judgment of the lead managing underwriter, be insufficient to
substantially eliminate the adverse effect that inclusion of the Registrable
Securities requested to be included would have on such offering, such
Registrable Securities will be excluded from such offering.

                  (c) If, as a result of the proration provisions of this
Section 2.2, any Holder shall not be entitled to include all Registrable
Securities in a Piggy-Back Registration that such Holder has requested to be
included, such Holder may elect to withdraw his request to include Registrable
Securities in such registration (a "WITHDRAWAL ELECTION"); PROVIDED that a
Withdrawal Election shall be irrevocable and, after making a Withdrawal
Election, a Holder shall no longer have any right to include Registrable
Securities in the registration as to which such Withdrawal Election was made.

3.       TRANSFERS.

                  3.1. GENERALLY. All Subject Equity at any time and from time
to time outstanding shall be held subject to the conditions and restrictions set
forth in this Section 3. All shares of Capital Stock now or hereafter held by
the Investor shall be held subject to the conditions and restrictions set forth
in this Section 3. Each Holder of Subject Equity and the Investor by executing
this Agreement or by accepting a certificate representing Capital Stock or other
indicia of ownership therefor from the Company agree with the Company and with
each other Stockholder to such conditions and restrictions.

                  3.2. TAG-ALONG RIGHTS. (a) Prior to an Initial Public Equity
Offering, each of the Holders of Subject Equity shall have the right (the
"TAG-ALONG RIGHT") to require the Proposed Purchaser (as defined below) to
purchase from each of them all (subject to (c) below) Subject Equity owned by
such Holder in the event of any proposed direct or indirect sale or other
disposition (collectively, a "TRANSFER") of Capital Stock of the Company or
Capital Stock of the Investor (whether now or hereafter issued) to any Person or
Persons (such other Person or Persons being hereinafter referred to as the
"PROPOSED PURCHASER") by the Investor or any of its Affiliates in any
transaction or series of related transactions of the Company's Common Stock
representing 25% or more of the aggregate number of shares of common stock of
the Company owned by the Investor on the date hereof or more than 25% of the
common stock of the Investor (other than sales in a bona fide public offering
pursuant to an effective registration statement under the Securities Act, sales
to the public pursuant to the

<PAGE>

                                      -8-


provisions of Rule 144 (or any similar rule or rules then in effect) under
the Securities Act, transfers to the Investor or one or more of its
stockholders pursuant to the right of first refusal contained in Section
3.1(b) of the Stockholders Agreement and transfers to Affiliates and certain
other transfers permitted by Section 3.1(d) of the Stockholders Agreement).
Any Investor proposing a transfer which triggers the rights under this
Section 3.2(a) shall notify, or cause to be notified, each Holder of Subject
Equity in writing (a "TRANSFER NOTICE") of each such proposed Transfer at
least 10 Business Days prior to the date thereof. Such notice shall set
forth: (a) the name of the Proposed Purchaser and the number of shares of
Common Stock and other securities, if any, proposed to be transferred, (b)
the proposed amount of consideration and terms and conditions of payment
offered by such Proposed Purchaser (if the proposed consideration is not
cash, the Transfer Notice shall describe the terms of the proposed
consideration) and (c) that either the Proposed Purchaser has been informed
of the "Tag-Along Right" and has agreed to purchase Subject Equity in
accordance with the terms hereof or that the Investor or any of its
Affiliates will make such purchase. The Tag-Along Right may be exercised by
any Holder of Subject Equity by delivery of a written notice to the Investor
who delivered the Transfer Notice ("TAG-ALONG NOTICE"), within 5 Business
Days of receipt of the Transfer Notice, indicating its election to exercise
the Tag-Along Right (the "PARTICIPATING HOLDERS"). The Tag-Along Notice shall
state the amounts of Subject Equity that such Holder proposes to include in
such Transfer to the Proposed Purchaser. Failure by any Holder to provide a
Tag-Along Notice within the 5 Business Day notice period shall be deemed to
constitute an election by such Holder not to exercise its Tag-Along Right.
The closing with respect to any sale to a Proposed Purchaser pursuant to this
Section shall be held at the time and place specified in the Transfer Notice.
Consummation of the sale of Common Stock by the Investor or any of its
Affiliates to a Proposed Purchaser shall be conditioned upon consummation of
the sale by each Participating Holder to such Proposed Purchaser (or the
Investor) of the Subject Equity entitled to be transferred as described in
(c) below, if any. Additionally:

                  (b) In the event that the Proposed Purchaser does not purchase
Subject Equity entitled to be transferred as described in (c) below, on the same
terms and conditions as purchased from the Investor or any of its Affiliates,
then the Investor or to its Affiliates shall purchase such Subject Equity if the
Transfer occurs.

                  (c) Each Holder shall have the right to require the Proposed
Purchaser to purchase from such Holder that percentage of the aggregate number
of shares of Common Stock desired to be transferred by such Holder equal to a
fraction, expressed as a percentage, equal to (i) if the transaction is a sale
of Capital Stock of the Company, the percentage of the Investor's Capital Stock
of the Company being sold by the Investor, or (ii) if the transaction is a sale
of Capital Stock of the Investor, the percentage of the Investor's Capital Stock
being sold by the parties to the Stockholders Agreement.

<PAGE>

                                      -9-


                  (d) Any Subject Equity purchased from the Participating
Holders pursuant to this Section 3.2 shall be paid for in the same type of
consideration and at the same price per share of Common Stock and upon the same
terms and conditions of such proposed Transfer of Common Stock by the Investor
and/or any of its Affiliates. The price per Warrant to be paid by the Proposed
Purchaser shall be reduced by the exercise price of such Warrant per share. If
the Subject Equity to be purchased includes securities or property other than
Common Stock, the price to be paid for such securities or property shall be the
same price per share or other denomination paid by the Proposed Purchaser for
like securities purchased from the Investor or any of its Affiliates. If the
securities being purchased in the transaction consist of Capital Stock of the
Investor, the price paid to the Participating Holders shall be appropriately
adjusted to reflect the Investor's relative ownership of the Company and the
price paid to the Investor's Affiliates in the transaction. The Investor shall
arrange for payment directly by the Proposed Purchaser to each Participating
Holder, upon delivery of the certificate or certificates representing the
Warrants and/or Registrable Securities duly endorsed for transfer, together with
such other documents as the Proposed Purchaser may reasonably request.

                  (e) If the sale of Common Stock by the Investor or its
Affiliates and the sale of the Subject Equity entitled to be transferred as
provided above have not been completed in accordance with the terms of the
Proposed Purchaser's offer, all certificates representing such Subject Equity
shall be returned to the Participating Holders, and all the restrictions on
Transfer contained in this Agreement with respect to Common Stock owned by the
Investor and its Affiliates shall remain in effect.

                  (f) If the Investor proposing the Transfer intends to Transfer
a strip of two or more classes of shares and any Participating Holder holds all
such classes, such Participating Holder may only participate in such Transfer if
such Participating Holder participates with respect to all such classes of
shares.

                  (g) Each Participating Holder shall be required to bear its
PRO RATA share (based upon the number of shares sold) of the expenses incurred
by the transferring stockholders in connection with such transaction to the
extent such costs are incurred for the benefit of all such stockholders and are
not otherwise paid by the Company or the Proposed Purchaser.

                  3.3. DRAG-ALONG RIGHTS. If at any time prior to an Initial
Public Equity Offering, (i) the Investor and/or any of its Affiliates determines
to sell all or substantially all of the Capital Stock of the Company owned by it
to a Person other than the Investor or an Affiliate of the Investor, or (ii) the
stockholders of the Investor determine to sell all or substantially all of the
Capital Stock of the Investor to a Person other than the Investor or an
Affiliate of the Investor, then the Investor (whether directly or through an
Affiliate) shall have the right to require the Holders of Subject Equity to sell
such Subject Equity to such transferee; PROVIDED


<PAGE>

                                      -10-


that the consideration to be received by the Holders of Subject Equity shall
be the same type of consideration received by the Investor and its
Affiliates. Any Warrants and/or Registrable Securities purchased from the
Holders thereof pursuant to this Section 3.3 shall be paid for at the same
price per share of Common Stock and upon the same terms and conditions of
such proposed transfer of Common Stock or other securities by the Investor
and its Affiliates. The price per Warrant to be paid by the Proposed
Purchaser shall be reduced by the exercise price of such Warrant per share.
If the Subject Equity to be purchased includes securities other than Common
Stock, the price to be paid for such securities shall be the same price per
share or other denomination paid by the Proposed Purchaser for like
securities purchased from the Investor and its Affiliates or, if like
securities are not purchased from the Investor and its Affiliates, the Fair
Market Value of such securities.

4.       REGISTRATION PROCEDURES.

                  In connection with the obligations of the Company with respect
to any Registration Statement pursuant to Section 2.1 hereof, the Company shall:

                  (a) A reasonable period of time prior to the initial filing of
         a Registration Statement or Prospectus and a reasonable period of time
         prior to the filing of any amendment or supplement thereto (including
         any document that would be incorporated or deemed to be incorporated
         therein by reference), furnish to the Initial Purchasers and the
         managing underwriters, if any, copies of all such documents proposed to
         be filed, which documents (other than those incorporated or deemed to
         be incorporated by reference) will be subject to the review of such
         Holders, and such underwriters, if any, and cause the officers and
         directors of the Company, counsel to the Company and independent
         certified public accountants to the Company to respond to such
         reasonable inquiries as shall be necessary, in the opinion of counsel
         to such underwriters, to conduct a reasonable investigation within the
         meaning of the Securities Act; PROVIDED that the foregoing inspection
         and information gathering shall be coordinated on behalf of the Initial
         Purchasers by CIBC;

                  (b) Prepare and file with the SEC such amendments, including
         post-effective amendments, to each Registration Statement as may be
         necessary to keep such Registration Statement continuously effective
         for the applicable time period required hereunder; cause the related
         Prospectus to be supplemented by any required Prospectus supplement,
         and as so supplemented to be filed pursuant to Rule 424 under the
         Securities Act; and comply with the provisions of the Securities Act
         and the Exchange Act with respect to the disposition of all securities
         covered by such Registration Statement during such period in accordance
         with the intended methods of disposition by the sellers thereof set
         forth in such Registration Statement as so amended or in such
         Prospectus as so supplemented;

<PAGE>

                                      -11-


                  (c) Notify the holders of Registrable Securities to be sold
         and the managing underwriters, if any, promptly, and (if requested by
         any such person), confirm such notice in writing, (i)(A) when a
         Prospectus or any Prospectus supplement or post-effective amendment is
         proposed to be filed, and (B) with respect to a Registration Statement
         or any post-effective amendment, when the same has become effective,
         (ii) of any request by the SEC or any other Federal or state
         governmental authority for amendments or supplements to a Registration
         Statement or related Prospectus or for additional information, (iii) of
         the issuance by the SEC, any state securities commission, any other
         governmental agency or any court of any stop order, order or injunction
         suspending or enjoining the use of a Prospectus or the effectiveness of
         a Registration Statement or the initiation of any proceedings for that
         purpose, (iv) of the receipt by the Company of any notification with
         respect to the suspension of the qualification or exemption from
         qualification of any of the Registrable Securities for sale in any
         jurisdiction, or the initiation or threatening of any proceeding for
         such purpose, and (v) of the happening of any event or information
         becoming known that makes any statement made in a Registration
         Statement or related Prospectus or any document incorporated or deemed
         to be incorporated therein by reference untrue in any material respect
         or that requires the making of any changes in such Registration
         Statement, Prospectus or documents so that it will not contain any
         untrue statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, not misleading, and that in the case of a Prospectus, it will
         not contain any untrue statement of a material fact or omit to state
         any material fact required to be stated therein or necessary to make
         the statements therein, in light of the circumstances under which they
         were made, not misleading;

                  (d) Use its reasonable best efforts to avoid the issuance of
         or, if issued, obtain the withdrawal of any order enjoining or
         suspending the use of a Prospectus or the effectiveness of a
         Registration Statement or the lifting of any suspension of the
         qualification (or exemption from qualification) of any of the
         Registrable Securities for sale in any jurisdiction, at the earliest
         practicable moment;

                  (e) If requested by the managing underwriters, if any, (i)
         promptly incorporate in a Prospectus supplement or post-effective
         amendment such information as the managing underwriters, if any
         reasonably believe should be included therein, and (ii) make all
         required filings of such Prospectus supplement or such post-effective
         amendment under the Securities Act as soon as practicable after the
         Company has received notification of the matters to be incorporated in
         such Prospectus supplement or post-effective amendment; PROVIDED,
         HOWEVER, that the Company shall not be required to take any action
         pursuant to this Section 4(e) that would, in the opinion of counsel for
         the Company, violate applicable law;

<PAGE>

                                      -12-


                  (f) Upon written request to the Company, furnish to each
         Holder of Registrable Securities to be sold pursuant to a Registration
         Statement and each managing underwriter, if any, without charge, at
         least one conformed copy of such Registration Statement and each
         amendment thereto, including financial statements and schedules, all
         documents incorporated or deemed to be incorporated therein by
         reference, and all exhibits to the extent requested (including those
         previously furnished or incorporated by reference) as soon as
         practicable after the filing of such documents with the SEC;

                  (g) Deliver to each Holder of Registrable Securities to be
         sold pursuant to a Registration Statement, and the underwriters, if
         any, without charge, as many copies of the Prospectus (including each
         form of prospectus) and each amendment or supplement thereto as such
         persons reasonably request; and the Company hereby consents to the use
         of such Prospectus and each amendment or supplement thereto by each of
         the selling Holders of Registrable Securities and the underwriters, if
         any, in connection with the offering and sale of the Registrable
         Securities covered by such Prospectus and any amendment or supplement
         thereto;

                  (h) Prior to any public offering of Registrable Securities,
         use its reasonable best efforts to register or qualify or cooperate
         with the Holders of Registrable Securities to be sold, the
         underwriters, if any, and their respective counsel in connection with
         the registration or qualification (or exemption from such registration
         or qualification) of such Registrable Securities for offer and sale
         under the securities or Blue Sky laws of such jurisdictions as any such
         Holder or underwriter reasonably requests in writing; use its
         reasonable best efforts to keep each such registration or qualification
         (or exemption therefrom) effective during the period such Registration
         Statement is required to be kept effective hereunder and do any and all
         other acts or things necessary or advisable to enable the disposition
         in such jurisdictions of the Registrable Securities covered by the
         applicable Registration Statement; PROVIDED, HOWEVER, that the Company
         shall not be required to (i) qualify generally to do business in any
         jurisdiction where it is not then so qualified or (ii) take any action
         which would subject it to general service of process or to taxation in
         any jurisdiction where they are not so subject;

                  (i) In connection with any sale or transfer of Registrable
         Securities that will result in such securities no longer being
         Registrable Securities, cooperate with the Holders thereof and the
         managing underwriters, if any, to facilitate the timely preparation and
         delivery of certificates representing Registrable Securities to be
         sold, which certificates shall not bear any restrictive legends and
         shall be in a form eligible for deposit with The Depository Trust
         Company and to enable such Registrable Securities to be in such
         denominations and registered in such names as the managing
         underwriters, if any, or such Holders may request at least two Business
         Days prior to any sale of Registrable Securities;

<PAGE>

                                      -13-


                  (j) Upon the occurrence of any event contemplated by Section
         4(c)(v), as promptly as practicable, prepare a supplement or amendment,
         including, if appropriate, a post-effective amendment, to each
         Registration Statement or a supplement to the related Prospectus or any
         document incorporated or deemed to be incorporated therein by
         reference, and file any other required document so that, as thereafter
         delivered, such Prospectus will not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading;

                  (k) Enter into such agreements (including an underwriting
         agreement in form, scope and substance as is customary in underwritten
         offerings) and take all such other reasonable actions in connection
         therewith (including those reasonably requested by the managing
         underwriters, if any, or the Holders of a majority of the Registrable
         Securities being sold) in order to expedite or facilitate the
         disposition of such Registrable Securities, and, whether or not an
         underwriting agreement is entered into and whether or not the
         registration is an underwritten registration, (i) make such
         representations and warranties to the Holders of such Registrable
         Securities and the underwriters, if any, with respect to the business
         of the Company and its subsidiaries (including with respect to
         businesses or assets acquired or to be acquired by any of them), and
         the Registration Statement, Prospectus and documents, if any,
         incorporated or deemed to be incorporated by reference therein, in each
         case, in form, substance and scope as are customarily made by issuers
         to underwriters in underwritten offerings, and confirm the same if and
         when requested; (ii) obtain opinions of counsel to the Company and
         updates thereof (which counsel and opinions (in form, scope and
         substance) shall be reasonably satisfactory to the managing
         underwriters, if any, addressed to each selling Holder of Registrable
         Securities (if so requested by them) and each of the underwriters, if
         any), covering the matters customarily covered in opinions requested in
         underwritten offerings and such other matters as may be reasonably
         requested by such underwriters; (iii) use their reasonable best efforts
         to obtain customary "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Company (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data is, or is required to
         be, included in the Registration Statement), addressed (where
         reasonably possible) to each selling Holder of Registrable Securities
         (if so requested by them) and each of the underwriters, if any, such
         letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         underwritten offerings; (iv) if an underwriting agreement is entered
         into, the same shall contain indemnification provisions and procedures
         no less favorable to the selling Holders and the underwriters, if any,
         than those set forth in Section 5 hereof (or such other provisions and
         procedures

<PAGE>

                                      -14-


         acceptable to Holders of a majority of Registrable Securities
         covered by such Registration Statement and the managing underwriters,
         if any); and (v) deliver such documents and certificates as may be
         reasonably requested by the Holders of a majority of the Registrable
         Securities being sold and the managing underwriters, if any, to
         evidence the continued validity of the representations and warranties
         made pursuant to clause (i) above and to evidence compliance with any
         customary conditions contained in the underwriting agreement or other
         agreement entered into by the Company;

                  (l) Make available for inspection by a representative of the
         Initial Purchasers selling Registrable Securities, any underwriter
         participating in any such disposition of Registrable Securities, and
         any attorney, consultant or accountant retained by such Initial
         Purchasers or underwriter, at the offices where normally kept, during
         reasonable business hours, all financial and other records, pertinent
         corporate documents and properties of the Company and its subsidiaries
         (including with respect to businesses and assets acquired or to be
         acquired to the extent that such information is available to the
         Company), and cause the officers, directors, agents and employees of
         the Company and its subsidiaries (including with respect to businesses
         and assets acquired or to be acquired to the extent that such
         information is available to the Company) to supply all information in
         each case reasonably requested by any such representative, underwriter,
         attorney, consultant or accountant in connection with such Registration
         Statement; PROVIDED, HOWEVER, that such persons shall first agree in
         writing with the Company that any information that is reasonably and in
         good faith designated by the Company in writing as confidential at the
         time of delivery of such information shall be kept confidential by such
         Persons, unless (i) disclosure of such information is required by court
         or administrative order or is necessary to respond to inquiries of
         regulatory authorities, (ii) disclosure of such information is required
         by law (including any disclosure requirements pursuant to Federal
         securities laws in connection with the filing of the Registration
         Statement or the use of any Prospectus), (iii) such information becomes
         generally available to the public other than as a result of a
         disclosure or failure to safeguard such information by such Person or
         (iv) such information becomes available to such Person from a source
         other than the Company and its subsidiaries and such source is not
         bound by a confidentiality agreement; and PROVIDED, FURTHER, that the
         foregoing inspection and information gathering shall be coordinated on
         behalf of the Initial Purchasers by CIBC;

                  (m) Comply with all applicable rules and regulations of the
         SEC and make generally available to their securityholders earning
         statements satisfying the provisions of Section 11(a) of the Securities
         Act and Rule 158 under the Securities Act, no later than 60 days after
         the end of any 12-month period (or 135 days after the end of any
         12-month period if such period is a fiscal year) (i) commencing at the
         end of any fiscal quarter in which Registrable Securities are sold to
         underwriters in a firm commitment

<PAGE>

                                      -15-


         or reasonable efforts underwritten offering and (ii) if not sold
         to underwriters in such an offering, commencing on the first day
         of the first fiscal quarter after the effective date of a
         Registration Statement, which statement shall cover said period,
         consistent with the requirements of Rule 158 under the Securities
         Act; and

                  (n) Cooperate with each seller of Registrable Securities
         covered by any Registration Statement and each underwriter, if any,
         participating in the disposition of such Registrable Securities and
         their respective counsel in connection with any filings required to be
         made with the National Association of Securities Dealers, Inc.

                  The Company may require a Holder of Registrable Securities to
be included in a Registration Statement to furnish to the Company such
information regarding (i) the intended method of distribution of such
Registrable Securities, (ii) such Holder and (iii) the Registrable Securities
held by such Holder as is required by law to be disclosed in such Registration
Statement and the Company may exclude from such Registration Statement the
Registrable Securities of any Holder who unreasonably fails to furnish such
information within a reasonable time after receiving such request.

                  If any such Registration Statement refers to any Holder by
name or otherwise as the Holder of any securities of the Company, then such
Holder shall have the right to require (i) the insertion therein of language, in
form and substance reasonably satisfactory to such Holder, to the effect that
the holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such Holder
will assist in meeting any future financial requirements of the Company, or (ii)
in the event that such reference to such Holder by name or otherwise is not
required by the Securities Act, the deletion of the reference to such Holder in
any amendment or supplement to the Registration Statement filed or prepared
subsequent to the time that such reference ceases to be required.

                  Each Holder of Registrable Securities agrees by acquisition of
such Registrable Securities that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii),
4(c)(iv) or 4(c)(v) hereof, such Holder will forthwith discontinue disposition
of such Registrable Securities covered by such Registration Statement or
Prospectus until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 4(j) hereof, or until it is advised
in writing (the "ADVICE") by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus. If the Company shall give any such
notice, the Effectiveness Period shall be extended by the number of days during
such period from and including the date of the giving of such notice to and
including the date when each Holder of Registrable Securities covered by such
Registration Statement shall have

<PAGE>

                                      -16-


received (x) the copies of the supplemented or amended Prospectus
contemplated by Section 4(j) hereof or (y) the Advice, and, in either case,
has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus.

5.       INDEMNIFICATION AND CONTRIBUTION.

                  (a) The Company shall indemnify and hold harmless the Initial
Purchasers, each Holder, each underwriter who participates in an offering of
Registrable Securities, their respective Affiliates, each Person, if any, who
controls any of such parties within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act and each of their respective directors,
officers, employees and agents, as follows:

                    (i) against any and all loss, liability, claim, damage and
         expense whatsoever, joint or several, as incurred, arising out of any
         untrue statement or alleged untrue statement of a material fact
         contained in any Registration Statement (or any amendment thereto),
         covering Registrable Securities, including all documents incorporated
         therein by reference, or the omission or alleged omission therefrom of
         a material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading or arising out of any untrue statement or
         alleged untrue statement of a material fact contained in any Prospectus
         (or any amendment or supplement thereto) or the omission or alleged
         omission therefrom of a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading;

                   (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, joint or several, as incurred, to the extent of the
         aggregate amount paid in settlement of any litigation, or any
         investigation or proceeding by any court or governmental agency or
         body, commenced or threatened, or of any claim whatsoever based upon
         any such untrue statement or omission, or any such alleged untrue
         statement or omission, if such settlement is effected with the prior
         written consent of the Company; and

                  (iii) against any and all expenses whatsoever, as incurred
         (including reasonable fees and disbursements of counsel chosen by
         CIBC), reasonably incurred in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any court
         or governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under subparagraph (i) or (ii) of this Section
         5(a);

<PAGE>

                                      -17-


PROVIDED that this indemnity does not apply to any loss, liability, claim,
damage or expense to the extent arising out of an untrue statement or omission
or alleged untrue statement or omission (i) made in reliance upon and in
conformity with written information furnished to the Company by such Holder or
any underwriter in writing expressly for use in the Registration Statement (or
any amendment thereto) or any Prospectus (or any amendment or supplement
thereto) or (ii) contained in any preliminary prospectus if such Holder or such
underwriter failed to send or deliver a copy of the Prospectus (in the form it
was first provided to such parties for confirmation of sales) to the Person
asserting such losses, claims, damages or liabilities on or prior to the
delivery of written confirmation of any sale of securities covered thereby to
such Person in any case where such delivery is required by the Securities Act
and such Prospectus would have corrected such untrue statement or omission. Any
amounts advanced by the Company to an indemnified party pursuant to this Section
5 as a result of such losses shall be returned to the Company if it shall be
finally determined by such a court in a judgment not subject to appeal or final
review that such indemnified party was not entitled to indemnification by the
Company.

                  (b) By accepting the benefits of this Agreement, each Holder
agrees, severally and not jointly, to indemnify and hold harmless the Company,
each Initial Purchaser, each underwriter who participates in an offering of
Registrable Securities and the other selling Holders and each of their
respective directors, officers (including each officer of the Company who signed
the Registration Statement), employees and agents and each Person, if any, who
controls the Company, the Initial Purchasers, any underwriter or any other
selling Holder within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, from and against any and all loss, liability, claim,
damage and expense whatsoever described in the indemnity contained in Section
5(a) hereof, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by such selling Holder expressly for use in the
Registration Statement (or any amendment thereto), or any such Prospectus (or
any amendment or supplement thereto).

                  (c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, enclosing a copy of all papers properly
served on such indemnified party, but failure to so notify an indemnifying party
shall not relieve such indemnifying party from any liability hereunder to the
extent it is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement. In the case of parties indemnified pursuant
to Section 5(a) above, counsel to the indemnified parties shall be selected by
CIBC and, in the case of parties indemnified pursuant to Section 5(b) above,
counsel to the indemnified parties shall be selected by the Company.
Notwithstanding the foregoing sentence, in case any such action is brought

<PAGE>

                                      -18-


against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent it may wish, jointly with any other indemnifying
party similarly notified, unless such indemnified party shall have one or more
legal defenses available to it which are not available to the indemnifying
party, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party. After notice from the indemnifying party to such
indemnified party of its election as aforesaid to assume the defense thereof and
approval by such indemnified party of counsel appointed to defend such action,
the indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof. An indemnifying party may participate at its own
expense in the defense of any such action; provided, however, that counsel to
the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying parties be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any Judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 5 (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

                  (d) If at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 5(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

                  (e) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 5 is for any reason held to be unavailable to the indemnified parties
although applicable in accordance with its terms, the Company and the Holders
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by such indemnity agreement incurred by the


<PAGE>

                                      -19-


Company, and the Holders, as incurred; PROVIDED that 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 that was not
guilty of such fraudulent misrepresentation. As between the Company and the
Holders, such parties shall contribute to such aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement in such proportion as shall be appropriate to reflect the relative
fault of the Company, on the one hand, and the Holders, on the other hand, with
respect to the statements or omissions which resulted in such loss, liability,
claim, damage or expense, or action in respect thereof, as well as any other
relevant equitable considerations. The relative fault of the Company, on the one
hand, and of the Holders, on the other hand, shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, on the one hand, or by or on
behalf of the Holders, on the other, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Holders of the Registrable Securities
agree that it would not be just and equitable if contribution pursuant to this
Section 5 were to be determined by PRO RATA allocation or by any other method of
allocation that does not take into account the relevant equitable
considerations. For purposes of this Section 5, each Affiliate of a Holder, and
each director, officer, employee, agent and Person, if any, who controls a
Holder or such Affiliate within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act shall have the same rights to contribution as
such Holder, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each Person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act shall have the same rights to contribution as the Company.

6. RULES 144 AND 144A.

                  The Company shall use its reasonable best efforts to file any
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time it is not required to file such reports
but in the past had been required to or did file such reports, it will, upon the
request of any Holder of Warrants or Registrable Securities, make available
other information as required by, and so long as necessary to permit, sales of
its Warrants and Registrable Securities pursuant to Rule 144A. Notwithstanding
the foregoing, nothing in this Section 6 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.

7.       UNDERWRITTEN REGISTRATIONS.

                  If any of the Registrable Securities covered by any
Registration Statement are to be sold in an underwritten public offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Company.

<PAGE>

                                      -20-


                  No Person may participate in any underwritten public offering
hereunder unless such person (i) agrees to sell such Registrable Securities on
the basis reasonably provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

                  If the Company has complied with all its obligations under
this Agreement with respect to a Piggy-Back Registration relating to an
underwritten public offering, all holders of Warrants and Registrable
Securities, upon request of the lead managing underwriter with respect to such
underwritten public offering, will be required to not sell or otherwise dispose
of any Warrant or Registrable Security owned by them for a period not to exceed
90 days from the consummation of such underwritten public offering.

8.       MISCELLANEOUS.

                  8.1. REMEDIES. In the event of a breach by the Company, the
Investor or by a Holder of any of its obligations under this Agreement, each
Holder, the Investor and the Company, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company, the
Investor and each Holder agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach of any of the
provisions of this Agreement and each hereby further agrees that, in the event
of any action for specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.

                  8.2. NO CONFLICTING AGREEMENTS. The Company and the Investor
will not enter into any agreement that conflicts with the rights granted to the
Holders and indemnified persons in this Agreement or otherwise conflicts with
the provisions hereof. Without the written consent of the Holders of a majority
of the Registrable Securities, the Company and the Investor shall not grant to
any Person any rights which conflict with the provisions of this Agreement.

                  8.3. AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, otherwise than with the prior written consent of the Holders
of not less than the Requisite Shares; PROVIDED, HOWEVER, that, for the purposes
of this Agreement, Warrants, Warrant Shares and Registrable Securities that are
owned, directly or indirectly, by the Company, the Investor or any of their
Affiliates are not deemed outstanding. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights

<PAGE>

                                      -21-


of Holders whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by Holders of a majority of the Registrable Securities
being sold by such Holders pursuant to such Registration Statement; PROVIDED,
HOWEVER, that the provisions of this sentence may not be amended, modified or
supplemented except in accordance with the provisions of the immediately
preceding sentence. Notwithstanding the foregoing, no amendment,
modification, supplement, waiver or consent with respect to Section 5 shall
be made or given otherwise than with the prior written consent of each Person
affected thereby.

                  8.4. NOTICES. All notices and other communications provided
for herein shall be made in writing by hand-delivery, next-day air courier,
certified first-class mail, return receipt requested, telex or telecopier to the
Company, as provided in the Purchase Agreement,

                  (a)  if to the Investor or the Company

                           Heat Holdings Corp./
                             Aavid Thermal Technologies, Inc.
                           c/o Willis Stein & Partners
                           227 West Monroe Street
                           Suite 4300
                           Chicago, IL  60606
                           Attention:  Dan Blumenthal
                           Telecopy No.:  (312) 422-2424

                  With a copy, which shall not constitute notice, to:

                           Bartlit Beck Herman Palenchar & Scott
                           511 16th Street, Suite 700
                           Denver, Colorado  80202
                           Attention:  Thomas Stephens
                           Telecopy No.:  (303) 592-3140

         or such other address or to the attention of such other person as the
         recipient party shall have specified by prior written notice to the
         sending party.

                  (b)  if to the Initial Purchasers, as provided in the Purchase
         Agreement, or

                  (c) if to any other Person who is then the registered Holder
         of Warrants or Registrable Securities, to the address of such Holder as
         it appears in the register therefor of the Company.

<PAGE>

                                      -22-


                  Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given: when delivered by hand,
if personally delivered; one Business Day after being timely delivered to a
next-day air courier; 5 Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; and when receipt is
acknowledged by the recipient's telecopier machine, if telecopied.

                  8.5. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties and shall inure to the benefit of each Holder. Notwithstanding the
foregoing, no successor or assignee of the Company shall have any of the rights
granted under this Agreement until such Person shall acknowledge its rights and
obligations hereunder by a signed written statement of such person's acceptance
of such rights and obligations.

                  8.6. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and, all of which
taken together shall constitute one and the same Agreement.

                  8.7. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW
YORK. THE COMPANY, THE INVESTOR AND THE INITIAL PURCHASERS HEREBY IRREVOCABLY
SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS.

<PAGE>

                                      -23-


                  8.8. SEVERABILITY. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated,
and the parties hereto shall use their reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.

                  8.9. HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof. All references made in this Agreement to "Section" and
"paragraph" refer to such Section or paragraph of this Agreement, unless
expressly stated otherwise.

<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Common Stock
Registration Rights Agreement to be duly executed as of the date first written
above.


                                    AAVID THERMAL TECHNOLOGIES, INC.


                                    By:       /s/ Bharatan Patel
                                       -----------------------------------------
                                           Name:  Bharatan Patel
                                           Title: Chief Executive Officer


                                    HEAT HOLDINGS CORP.



                                    By:       /s/ Daniel H. Blumental
                                       -----------------------------------------
                                           Name:  Daniel H. Blumental
                                           Title: Vice President



                                    CIBC WORLD MARKETS CORP.



                                    By:       /s/ Fotis Hasiotis
                                       -----------------------------------------
                                           Name:  Fotis Hasiotis
                                           Title: Executive Director



                                    FLEETBOSTON ROBERTSON STEPHENS INC.



                                    By:       /s/ Timothy C. Shoyer
                                       -----------------------------------------
                                           Name:  Timothy C. Shoyer
                                           Title: Managing Director