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                                                                    EXHIBIT 10.1

10.     REGISTRATION RIGHTS.

        (a)     CERTAIN DEFINITIONS. As used in this Section 10, the following
terms shall have the following respective meanings:

                "COMMISSION" means the Securities and Exchange Commission, or
any other federal agency at the time administering the Securities Act.

                "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.

                "REGISTRATION STATEMENT" means a registration statement filed by
the Company with the Commission for a public offering and sale of shares of
Common Stock (other than a registration statement on Form S-8 or Form S-4, or
their successors, or any other form for a similar limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation, or any registration
statement that does not permit secondary sales).

                "REGISTRATION EXPENSES" means the expenses described in Section
10(e) hereof.

                "REGISTRABLE STOCK" means (i) the shares of Common Stock
issuable upon exercise of this Warrant and (ii) any other shares of Common Stock
issued in respect of such shares (because of stock splits, stock dividends,
reclassifications, recapitalizations, or similar events); provided, however,
that shares of Common Stock which are shares of Registrable Stock shall cease to
be shares of Registrable Stock (A) upon any sale pursuant to a Registration
Statement, Section 4(1) of the Securities Act or Rule 144 under the Securities
Act or (B) at such time as they are eligible for sale pursuant to Rule 144(k)
under the Securities Act.

        (b)     REQUIRED REGISTRATIONS.

                (i)     At any time that the Company is eligible to file a
Registration Statement on Form S-3 (or any successor for relating to secondary
offerings), the Holder may request the Company, in writing, to effect the
registration on Form S-3 (or such successor form), of the Registrable Stock
owned by the Holder having an aggregate offering price of at least $250,000
(based on the then current Fair Market Value, determined in accordance with
Section 3(a) hereof); provided that if the underwriter (if any) managing the
offering determines that, because of marketing factors, all of the such shares
of Registrable Stock requested to be registered by the Holder and all other
holders with contractual registration rights may not be included in the
offering, then the Holder and all other holders of securities entitled by
contract to include them in such Form S-3 Registration Statement shall
participate in the registration PRO RATA based upon the number of shares of
Registrable Stock or other securities which they have requested to be so
registered (on an as-converted to shares of Common Stock basis). Thereupon, the
Company shall, as expeditiously as possible, use its best efforts to effect the
registration on Form S-3 (or such successor form) of all shares of Registrable
Stock or other securities which the Company has been requested to so register.


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                (ii)    The Company shall be required to effect up to two
registrations pursuant to Section 10(b)(i) above; provided, however, that (i) a
registration shall not count as one of the two permitted registrations if less
than one-quarter of the shares of Registrable Stock requested to be included in
such registration are included and (ii) the Company shall not be required to
effect any registration within the nine months after the effective date of any
other Registration Statement of the Company pursuant to Section 10(b)(i) or that
permits inclusion of shares of Registrable Stock pursuant to Section 10(c) of
this Warrant.

                (iii)   If at the time of any request to register shares of
Registrable Stock pursuant to this Section 10(b), the Company is engaged or has
fixed plans to engage within 90 days of the time of the request in a registered
public offering as to which the Holder may include shares of Registrable Stock
pursuant to Section 10(c), or is engaged in any other activity which, in the
good faith determination of the Company's Board of Directors, would be adversely
affected by the requested registration to the material detriment of the Company,
then the Company may at its option direct that such request be delayed for a
period not in excess of four months from the date of receipt of the request by
the Holder pursuant to this Section 10(b), such right to delay a request to be
exercised by the Company not more than once in any twelve-month period.

        (c)     INCIDENTAL REGISTRATION.

                (i)     Whenever the Company proposes to file a Registration
Statement (other than pursuant to Section 10(b)) at any time and from time to
time, it will, prior to such filing, give written notice to the Holder of its
intention to do so and, upon the written request of the Holder given within 20
days after the Company provides such notice (which request shall state the
intended method of disposition of such shares of Registrable Stock), the Company
shall use its best efforts to cause all shares of Registrable Stock which the
Company has been requested by the Holder to register to be registered under the
Securities Act to the extent necessary to permit their sale or other disposition
in accordance with the intended methods of distribution specified in the request
of the Holder; provided that the Company shall have the right to postpone or
withdraw any registration effected pursuant to this Section 10(c) without
obligation to the Holder.

                (ii)    In connection with any registration under this Section
10(c) involving an underwriting, the Company shall not be required to include
any shares of Registrable Stock in such registration unless the Holder accepts
the terms of the underwriting as agreed upon between the Company and the
underwriters selected by it pursuant to an underwriting agreement in customary
form among the Company, the Holder and the representative of such underwriters.
If in the prior written opinion of the managing underwriter it is appropriate
because of marketing factors to limit the number of shares of Common Stock to be
included in the offering, then the Company shall be required to include in the
registration only that number of shares of Registrable Stock, if any, which the
managing underwriter believes it will not jeopardize the success of the offering
by the Company. The number of shares that are entitled to be included in the
registration and underwriting shall be allocated first to the Company for
securities being sold for its own account. Thereafter, if the number of shares
of Registrable Stock and shares of Common Stock held by other holders with
contractual registration rights to be included in the offering in accordance
with the foregoing is less than the total number of shares which the



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Holder and other holders with contractual registration rights have requested to
be included, then the Holder and other holders of securities by contract
entitled to include them in such registration shall participate in the
registration PRO RATA based upon their total ownership of shares of Common Stock
(giving effect to the conversion into shares of Common Stock of all securities
convertible thereunto). If any holder would thus be entitled to include more
securities than such holder requested to be registered, the excess shall be
allocated among other requesting holders PRO RATA in the manner described in the
preceding sentence.

        (d)     REGISTRATION PROCEDURES. If and whenever the Company is required
by the provisions of this Warrant to use its best efforts to effect the
registration of any of the shares of Registrable Stock under the Securities Act,
the Company shall:

                (i)     file with the Commission a Registration Statement with
respect to such shares of Registrable Stock and use its best efforts to cause
that Registration Statement to become and remain effective;

                (ii)    as expeditiously as possible prepare and file with the
Commission any amendments and supplements to the Registration Statement and the
prospectus included in the Registration Statement as may be necessary to keep
the Registration Statement as may be necessary to keep the Registration
Statement effective, in the case of a firm commitment underwritten public
offering, until each underwritten has completed the distribution of all
securities purchased by it and, in the case of any other offering, until the
earlier of the sale of all shares of Registrable Stock covered thereby or 120
days after the effective date thereof (subject to extension by the aggregate
amount of any Black Out Periods (defined in subsection 10(d)(v) below);

                (iii)   as expeditiously as possible furnish to the Holder,
counsel to the Holder and the managing underwriter such reasonable numbers of
copies of the prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents, including any
amendment of or supplement to the prospectus, as the Holder, counsel to the
Holder or the managing underwriter may reasonably request in order to facilitate
the public sale or other disposition of the shares of Registrable Stock; and

                (iv)    as expeditiously as possible use its best efforts to
register or qualify the shares of Registrable Stock covered by the Registration
Statement under the securities or Blue Sky laws of such states as the Holder
shall reasonably request, and do any and all other acts and things that may be
necessary or desirable to enable the Holder to consummate the public sale or
other disposition in such states of the shares of Registrable Stock owned by the
Holder; provided, however, that the Company shall not be required in connection
with this paragraph (d) to qualify to do business or execute a general consent
to service of process in any jurisdiction.

                (v)     if the shares of Common Stock are covered by a Form S-3
Registration Statement, notify the Holder at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances under
which the



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prospectus is used (a "Fundamental Change") and, at the request of the
Holder, promptly prepare and furnish to the Holder and each underwriter, if any,
a reasonable number of copies of a supplement to such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such securities,
such prospectus shall not include 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 not misleading in the light of the circumstances under which
they were made; PROVIDED, HOWEVER, that if the Company receives an opinion of
its counsel that the event in question constitutes a Fundamental Change and the
Company notifies the Holder that it wishes to defer disclosure of the
Fundamental Change and distribution of any related supplements to or stickers of
the prospectus and/or filing of post-effective amendments to the Registration
Statement, the Company shall be entitled to defer such disclosure, filing and/or
supplements to or stickering of the prospectus for a period of up to 60 days
and, in the case of a Fundamental Change which in the opinion of its counsel
would require a post-effective amendment to the registration statement, shall
use its best efforts to have the post-effective amendment declared effective by
the Commission as soon as practicably possible thereafter (such period of time,
a "Black Out Period"). The Holder may not sell any shares of Registrable Stock
during a Black Out Period. The Registration Statement effectiveness period set
forth in subsection 10(d)(ii) above shall be extended by the aggregate amount of
all Black Out Periods.

         If the Company has delivered preliminary or final prospectuses to the
Holder and after having done so the prospectus is amended to comply with the
requirements of the Securities Act, the Company shall promptly notify the Holder
and, if requested, the Holder shall immediately cease making offers of shares of
Registrable Stock and return all prospectuses to the Company. The Company shall
promptly provide the Holder with revised prospectuses and, following receipt of
the revised prospectuses, the Holder shall be free to resume making offers of
the shares of Registrable Stock.

        (e)     ALLOCATION OF EXPENSES. The Company will pay all Registration
Expenses of one registration under Section 10(b) of this Warrant and all
Registration Expenses of all registrations under Section 10(c) of this Warrant;
provided, however, that if a registration under Section 10(b) is withdrawn at
the request of the Holder (other than as a result of information concerning the
business or financial condition of the Company which is made known to the Holder
after the date on which such registration was requested) and if the Holder
elects not to have such registration counted as a registration requested under
Section 10(b), the Holder and such other person selling securities thereunder
shall pay the Registration Expenses of such registration PRO RATA in accordance
with the number of shares of Registrable Stock or other securities (all on an
as-converted to Common Stock basis) included in such registration. For purposes
of this Section 10(e), the term "Registration Expenses" shall mean all expenses
incurred by the Company in complying with this Section 10, including, without
limitation, all registration and filing fees, fees of the National Association
of Securities Dealers, Inc., exchange or Nasdaq National Market listing fees,
printing expenses, fees and expenses of counsel for the Company, state Blue Sky
fees and expenses, and the expense of any special audits incident to or required
by any such registration, but excluding underwriting discounts, selling
commissions and the fees and expenses of Holder's own counsel.

        (f)     INDEMNIFICATION AND CONTRIBUTION.



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                (i)     In the event of any registration of any of the shares of
Registrable Stock under the Securities Act pursuant to this Warrant, the Company
will indemnify and hold harmless, to the full extent permitted by law, the
Holder, each underwriter of such shares of Registrable Stock, and each other
person, if any, who controls the Holder or such underwriter within the meaning
of the Securities Act or the Exchange Act against any losses, claims, damages or
liabilities, joint or several, to which the Holder, such underwriter or
controlling person may become subject under the Securities Act, the Exchange
Act, state securities or Blue Sky laws or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement under which such shares of
Registrable Stock were registered under the Securities Act, including all
documents incorporated therein by reference, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or
supplement to such Registration Statement, or arise out of or are based upon the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances under which they were made; and the Company will reimburse
the Holder, such underwriter and each such controlling person or any legal or
any other expenses reasonably incurred by such seller, underwriter or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i) the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any untrue statement or omission
made in such Registration Statement, preliminary prospectus or final prospectus,
or any such amendment or supplement, in reliance upon and in conformity with
information furnished to the Company, in writing, by or on behalf of the Holder,
underwriter or controlling person specifically for use in the preparation
thereof and (ii) such indemnity with respect to any preliminary prospectus shall
not inure to the benefit of any seller from whom the person asserting any such
loss, claim, damage or liability purchased stock if such person did not receive
a copy of the final prospectus at or prior to the confirmation of the sale of
such stock to such person in any case where such delivery is required by the
Securities Act and the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected in the final prospectus unless such
failure to deliver the final prospectus was a result of the failure of the
Company to furnish copies of the final prospectus for delivery.

                (ii)    In the event of any registration of any of the shares of
Registrable Stock under the Securities Act pursuant to this Warrant, the Holder
will indemnify and hold harmless the Company, each of its directors and officer
and each underwriter (if any) and each person, if any, who controls the Company
or any such underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages or liabilities, joint or several, to
which the Company, such directors and officers, underwriter or controlling
person may become subject under the Securities Act, Exchange Act, state
securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which such shares of Registrable
Stock or other securities were registered under the Securities Act, any
preliminary prospectus or final prospectus contained in the Registration
Statement or any amendment or supplement to the Registration Statement, or arise
out of or are based upon any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the



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circumstances under which they were made, if the statement or omission was made
in reliance upon and in conformity with information relating to the Holder
furnished in writing to the Company by or on behalf of the Holder specifically
for use in connection with the preparation of such Registration Statement,
prospectus, amendment or supplement and the Holder will reimburse the Company
for any legal or any other expenses reasonably incurred by the Company in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the obligations of the Holder
hereunder shall be limited to an amount equal to the proceeds to the Holder from
the shares of Registrable Stock sold in connection with such registration, (ii)
such indemnity with respect to any preliminary prospectus shall not inure to the
benefit of the Company, if the person asserting any such loss, claim, damage or
liability did not receive a copy of the final prospectus at or prior to the
confirmation of the sale of such stock to such person in any case where such
delivery is required by the Securities Act and the untrue statement or omission
of material fact contained in the preliminary prospectus was corrected in the
final prospectus if such failure to deliver the final prospectus was a result of
the failure of the Company to furnish copies of the final prospectus for
delivery, and (iii) the Holder shall not be obligated to provide indemnity
hereunder to the extent that damages result from the failure of the Company to
promptly amend or supplement any Registration Statement or prospectus on the
basis of supplement information constitutes new facts or information relative to
the Holder and not a correction completion of statements that were inaccurate or
incomplete when originally provided by the Holder to the Company).

                (iii)   Each party entitled to indemnification under this
Section 10(f) (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (who approval shall not be
unreasonably withheld); and, provided, further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 10(f). The Indemnified
Party may participate in such defense at such party's expenses; provided,
however,, that the Indemnifying Party shall pay such expense if representation
of such Indemnified Party by the counsel retained by the Indemnifying Party and
any other party represented by such counsel in such proceeding. No Indemnifying
Party, in the defense of any such claim or litigation shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect of such claim or litigation, and no Indemnified Party
shall consent to entry of any judgment or settle such claim or litigation
without the prior written consent of the Indemnifying Party.

                (iv)    In order to provide for just and equitable contribution
to joint liability under the Securities Act in any case in which either (i) the
Holder or any controlling person thereof, make a claim for indemnification
pursuant to this Section 10(f) but it is judicially determined (by the entry of
a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 10(f) provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the


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part of the Holder or any such controlling person in circumstances for which
indemnification is provided under this Section 10(f); then, in each such case,
the Company, the Holder and all other persons who have sold securities pursuant
to such Registration Statement will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from
others) in such proportions so the Holder is responsible for the portion
represented by the percentage that the public offering price of its shares of
Registrable Stock offered by the Registration Statement bears to the public
offering price of all securities offered by such Registration Statement, and the
Company and the other selling stockholders are responsible for the remaining
portion; provided, however, that in any such case, (A) in no event will the
Holder be required to contribute any amount in excess of the proceeds to it of
all shares of Registrable Stock sold by it pursuant to such Registration
Statement, and (B) no person or entity guilty of fraudulent misrepresentation,
within the meaning of Section 11 of the Securities Act, shall be entitled to
contribution from any person or entity who is not guilty of such fraudulent
misrepresentation.

        (g)     INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN OFFERING. In the
event that shares of Registrable Stock are sold pursuant to a Registration
Statement in an underwritten offering pursuant to Section 10(b), the Company
agrees to enter into an underwriting agreement containing customary
representations and warranties with respect to the business and operations of an
issuer of the securities being registered and customary covenants and agreements
to be performed by such issuer, including without limitation customary
provisions with respect to indemnification by the Company of the underwriters of
such offering.

        (h)     INFORMATION BY HOLDER. The Holder shall furnish tot he Company
such information regarding the Holder and the distribution proposed by the
Holders as the Company may reasonably request in writing and shall be required
in connection with any registration, qualification or compliance referred to in
this Warrant.

        (i)     SURVIVAL OF TERMS. The provisions of this Section 10 shall
survive the exercise of this Warrant in whole or in party and shall inure to the
benefit of any successor Holder(s) of this Warrant by virtue of Section 9
hereof.






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