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                                                                     Exhibit 4.2

                          REGISTRATION RIGHTS AGREEMENT



                                      among



                           AXCELIS TECHNOLOGIES, INC.

                                   as Issuer,

                                       and

                       MORGAN STANLEY & CO. INCORPORATED,

                            SALOMON SMITH BARNEY INC.

                                       and

                         SG COWEN SECURITIES CORPORATION

                              as Initial Purchasers



                          Dated as of January 15, 2002

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         REGISTRATION RIGHTS AGREEMENT dated as of January 15, 2002 among
Axcelis Technologies, Inc., a Delaware corporation (the "Company"), and Morgan
Stanley & Co. Incorporated, Salomon Smith Barney Inc. and SG Cowen Securities
Corporation (the "Initial Purchasers") pursuant to the Purchase Agreement dated
January 9, 2002 (the "Purchase Agreement"), between the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution of this Agreement is a condition to the closing
under the Purchase Agreement.

         The Company agrees with the Initial Purchasers, (i) for their benefit
as Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the Notes (as defined
herein) and the beneficial owners from time to time of the Underlying Common
Stock (as defined herein) issued upon conversion of the Notes (each of the
foregoing a "Holder" and together the "Holders"), as follows:

         SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

         "Affiliate" means with respect to any specified person, an "affiliate,"
as defined in Rule 144, of such person.

         "Amendment Effectiveness Deadline Date" has the meaning set forth in
Section 2(d) hereof.

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which either banking institutions in The City of New
York are authorized or obligated by law or executive order to close or the SEC
is closed.

         "Common Stock" means the shares of common stock, $0.001 par value, of
the Company, together with the rights evidenced by such common stock to the
extent provided in the Rights Agreement dated as of June 30, 2000 between the
Company and EquiServe Trust Company N.A., and any other shares of common stock
(and accompanying rights) as may constitute "Common Stock" for purposes of the
Indenture, including the Underlying Common Stock.

         "Conversion Price" has the meaning assigned such term in the Indenture.

         "Damages Accrual Period" has the meaning set forth in Section 2(e)
hereof.

         "Damages Payment Date" means each January 15 and July 15.

         "Deferral Notice" has the meaning set forth in Section 3(i) hereof.

         "Deferral Period" has the meaning set forth in Section 3(i) hereof.

         "Effectiveness Deadline Date" has the meaning set forth in Section 2(a)
hereof.

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         "Effectiveness Period" means the period commencing on the date hereof
and ending on the date that all Registrable Securities have ceased to be
Registrable Securities.

         "Event" has the meaning set forth in Section 2(e) hereof.

         "Event Date" has the meaning set forth in Section 2(e) hereof.

         "Event Termination Date" has the meaning set forth in Section 2(e)
hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

         "Filing Deadline Date" has the meaning set forth in Section 2(a)
hereof.

         "Holder" has the meaning set forth in the second paragraph of this
Agreement.

         "Indenture" means the Indenture, dated as of January 15, 2002, between
the Company and State Street Bank and Trust Company, as trustee, pursuant to
which the Notes are being issued.

          "Initial Purchasers" means Morgan Stanley & Co. Incorporated, Salomon
Smith Barney Inc. and SG Cowen Securities Corporation.

         "Initial Shelf Registration Statement" has the meaning set forth in
Section 2(a) hereof.

         "Issue Date" means the first date of original issuance of the Notes.

         "Liquidated Damages Amount" has the meaning set forth in Section 2(e)
hereof.

         "Losses" has the meaning set forth in Section 6 hereof.

         "Material Event" has the meaning set forth in Section 3(i) hereof.

         "Notes" means the 4 1/4% Convertible Subordinated Notes due 2007 of the
Company to be purchased pursuant to the Purchase Agreement.

         "Notice and Questionnaire" means a written notice executed by the
respective Holder and delivered to the Company containing substantially the
information called for by the Selling Securityholder Notice and Questionnaire
attached as Annex A to the Offering Memorandum of the Company issued January 9,
2002 relating to the Notes.

         "Notice Holder" means, on any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

         "Purchase Agreement" has the meaning set forth in the preamble hereof.

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<PAGE>

         "Prospectus" means 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 under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

         "Record Holder" means with respect to any Damages Payment Date relating
to any Notes or Underlying Common Stock as to which any Liquidated Damages
Amount has accrued, the registered holder of such Note or Underlying Common
Stock on the January 1 immediately preceding a Damages Payment Date occurring on
a January 15, and on the July 1 immediately preceding a Damages Payment Date
occurring on a July 15.

         "Registrable Securities" means the Notes until such Notes have been
converted into or exchanged for the Underlying Common Stock and, at all times
subsequent to any such conversion or exchange the Underlying Common Stock and
any securities into or for which such Underlying Common Stock has been converted
or exchanged, and any security issued with respect thereto upon any stock
dividend, split or similar event until, in the case of any such security, (A)
the earliest of (i) its effective registration under the Securities Act and
resale in accordance with the Registration Statement covering it, (ii)
expiration of the holding period that would be applicable under Rule 144(k) to a
sale by a non-Affiliate of the Company or (iii) its sale to the public pursuant
to Rule 144 (or any similar provision then in force, but not Rule 144A) under
the Securities Act, and (B) as a result of the event or circumstance described
in any of the foregoing clauses (i) through (iii), the legend with respect to
transfer restrictions required under the Indenture are removed or removable in
accordance with the terms of the Indenture or such legend, as the case may be.

         "Registration Expenses" has the meaning set forth in Section 5 hereof.

         "Registration Statement" means any registration statement of the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

         "Restricted Securities" means "Restricted Securities" as defined in
Rule 144.

         "Rule 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         "Rule 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         "SEC" means the Securities and Exchange Commission.

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         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

         "Shelf Registration Statement" has the meaning set forth in Section
2(a) hereof.

         "Special Counsel" means Davis Polk & Wardwell or one such other
successor counsel as shall be specified by the Holders of a majority of the
Registrable Securities, but which may, with the written consent of the Initial
Purchasers (which shall not be unreasonably withheld), be another nationally
recognized law firm experienced in securities law matters designated by the
Company, the reasonable fees and expenses of which will be paid by the Company
pursuant to Section 5 hereof. For purposes of determining the holders of a
majority of the Registrable Securities in this definition, Holders of Notes
shall be deemed to be the Holders of the number of shares of Underlying Common
Stock into which such Notes are or would be convertible as of the date the
consent is requested.

         "Subsequent Shelf Registration Statement" has the meaning set forth in
Section 2(b) hereof.

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "Trustee" means State Street Bank and Trust Company, the Trustee under
the Indenture.

         "Underlying Common Stock" means the Common Stock into which the Notes
are convertible or issued upon any such conversion.

         SECTION 2. Shelf Registration. (a) The Company shall prepare and file
or cause to be prepared and filed with the SEC, as soon as practicable but in
any event by the date (the "Filing Deadline Date") ninety (90) days after the
Issue Date, a Registration Statement for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf
Registration Statement") registering the resale from time to time by Holders
thereof of all of the Registrable Securities (the "Initial Shelf Registration
Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or
another appropriate form permitting registration of such Registrable Securities
for resale by such Holders in accordance with the methods of distribution
elected by the Holders and set forth in the Initial Shelf Registration
Statement. The Company shall use its reasonable best efforts to cause the
Initial Shelf Registration Statement to be declared effective under the
Securities Act as promptly as is practicable but in any event by the date (the
"Effectiveness Deadline Date") that is one hundred eighty (180) days after the
Issue Date, and, subject to the exceptions provided herein, to keep the Initial
Shelf Registration Statement (or any Subsequent Shelf Registration Statement)
continuously effective under the Securities Act until the expiration of the
Effectiveness Period. At the time the Initial Shelf Registration Statement is
declared effective, each Holder that became a Notice Holder on or prior to the
date ten (10) Business Days prior to such time of effectiveness shall be named
as a selling securityholder in the Initial Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of Registrable Securities in accordance with applicable
law. None of the Company's security holders (other than the Holders of
Registrable

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Securities) shall have the right to include any of the Company's securities in
the Shelf Registration Statement.

          (b) If the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement ceases to be effective for any reason at any time
during the Effectiveness Period (other than because all Registrable Securities
registered thereunder shall have been resold pursuant thereto or shall have
otherwise ceased to be Registrable Securities), the Company shall use its
reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within thirty (30) days of
such cessation of effectiveness amend the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use its
reasonable best efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Registration Statement (or subsequent Shelf Registration Statement)
continuously effective until the end of the Effectiveness Period.

          (c) The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement,
if required by the Securities Act or as reasonably requested by the Initial
Purchasers or by the Trustee on behalf of the Holders of the Registrable
Securities covered by such Shelf Registration Statement.

          (d) Each Holder agrees that if such Holder wishes to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus, it
will do so only in accordance with this Section 2(d) and Section 3(i). Each
Holder wishing to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus agrees to deliver a Notice and Questionnaire to
the Company at least three (3) Business Days prior to any intended distribution
of Registrable Securities under the Shelf Registration Statement. From and after
the date the Initial Shelf Registration Statement is declared effective, the
Company shall, as promptly as practicable after the date a Notice and
Questionnaire is delivered, and in any event upon the later of (x) ten (10)
Business Days after such date (but no earlier than ten (10) Business Days after
effectiveness) or (y) ten (10) Business Days after the expiration of any
Deferral Period in effect when the Notice and Questionnaire is delivered or put
into effect within ten (10) Business Days of such delivery date:

              (i) if required by applicable law, file with the SEC a
          post-effective amendment to the Shelf Registration Statement or
          prepare and, if required by applicable law, file a supplement to the
          related Prospectus or a supplement or amendment to any document
          incorporated therein by reference or file any other required document
          so that the Holder delivering such Notice and Questionnaire is named
          as a selling securityholder in the Shelf Registration Statement and
          the related Prospectus in such a manner as to permit such Holder to
          deliver such Prospectus to purchasers of the Registrable Securities in
          accordance with applicable law and, if the Company shall file a
          post-effective amendment to the Shelf Registration Statement, use its
          reasonable best efforts

                                       6

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     to cause such post-effective amendment to be declared effective under the
     Securities Act as promptly as is practicable, but in any event by the date
     (the "Amendment Effectiveness Deadline Date") that is forty-five (45) days
     after the date such post-effective amendment is required by this clause to
     be filed;

           (ii)  provide such Holder copies of any documents filed pursuant to
     Section 2(d)(i); and

           (iii) notify such Holder as promptly as practicable after the
     effectiveness under the Securities Act of any post-effective amendment
     filed pursuant to Section 2(d)(i);

provided that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(i). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Registration Statement or related Prospectus and
(ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten
(10) Business Days from the expiration of a Deferral Period (and the Company
shall incur no obligation to pay Liquidated Damages during such extension) if
such Deferral Period shall be in effect on the Amendment Effectiveness Deadline
Date.

     (e) The parties hereto agree that the Holders of Registrable Securities
will suffer damages, and that it would not be feasible to ascertain the extent
of such damages with precision, if

           (i)   the Initial Shelf Registration Statement has not been filed on
           or prior to the Filing Deadline Date,

           (ii)  the Initial Shelf Registration Statement has not been declared
     effective under the Securities Act on or prior to the Effectiveness
     Deadline Date,

           (iii) the Company has failed to perform its obligations set forth in
     Section 2(d) within the time period required therein,

           (iv)  any post-effective amendment to a Shelf Registration Statement
     filed pursuant to Section 2(d)(i) has not become effective under the
     Securities Act on or prior to the Amendment Effectiveness Deadline Date,

           (v)   the aggregate duration of Deferral Periods in any period
     exceeds the number of days permitted in respect of such period pursuant to
     Section 3(i) hereof, or

           (vi)  the number of Deferral Periods in any period exceeds the number
     permitted in respect of such period pursuant to Section 3(i) hereof.

                                       7

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Each event described in any of the foregoing clauses (i) through (vi) is
individually referred to herein as an "Event." For purposes of this Agreement,
each Event set forth above shall begin and end on the dates set forth in the
table set forth below:

   Type of
   Event by          Beginning                            Ending
    Clause             Date                                Date
    ------             ----                                ----

     (i)     Filing Deadline Date               the date the Initial Shelf
                                                Registration Statement is filed

     (ii)    Effectiveness Deadline Date        the date the Initial Shelf
                                                Registration Statement becomes
                                                effective under the Securities
                                                Act

    (iii)    the date by which the Company is   the date the Company performs
             required to perform its            its obligations set forth in
             obligations under Section 2(d)     Section 2(d)




     (iv)    the Amendment Effectiveness        the date the applicable
             Deadline Date                      post-effective amendment to a
                                                Shelf Registration Statement
                                                becomes effective under the
                                                Securities Act

     (v)     the date on which the aggregate    termination of the Deferral
             duration of Deferral Periods in    Period that caused the limit on
             any period exceeds the number of   the aggregate duration of
             days permitted by Section 3(i)     Deferral Periods to be exceeded

     (vi)    the date of commencement of a      termination of the Deferral
             Deferral Period that causes the    Period that caused the number of
             number of Deferral Periods to      Deferral Periods to exceed the
             exceed the number permitted by     number permitted by Section 3(i)
             Section 3(i)

For purposes of this Agreement, Events shall begin on the beginning dates set
forth in the table above and shall continue until the ending dates set forth in
the table above.

                                       8

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          Commencing on (and including) any date that an Event has begun and
ending on (but excluding) the next date on which there are no Events that have
occurred and are continuing (a "Damages Accrual Period"), the Company shall pay,
as liquidated damages and not as a penalty, to Record Holders of Registrable
Securities an amount (the "Liquidated Damages Amount") accruing, for each day in
the Damages Accrual Period, (i) in respect of any Note, at a rate per annum
equal to 0.5% of the aggregate principal amount of such Note and (ii) in respect
of each share of Underlying Common Stock at a rate per annum equal to 0.5% on
the Conversion Price on such date; provided that in the case of a Damages
Accrual Period that is in effect solely as a result of an Event of the type
described in clause (iii) or (iv) of the preceding paragraph, such Liquidated
Damages Amount shall be paid only to the Holders (as set forth in the succeeding
paragraph) that have delivered Notices and Questionnaires that caused the
Company to incur the obligations set forth in Section 2(d) the non-performance
of which is the basis of such Event, and only with respect to the Notes covered
by such Notices and Questionnaires. In calculating the Liquidated Damages Amount
on any date on which no Notes are outstanding, the Conversion Price and the
Liquidated Damages Amount shall be calculated as if the Notes were still
outstanding. Notwithstanding the foregoing, no Liquidated Damages Amount shall
accrue as to any Registrable Security from and after the earlier of (x) the date
such security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events.

          The Liquidated Damages Amount shall accrue from the first day of the
applicable Damages Accrual Period, and shall be payable on each Damages Payment
Date during the Damages Accrual Period (and on the Damages Payment Date next
succeeding the end of the Damages Accrual Period if the Damages Accrual Period
does not end on a Damages Payment Date) to the Record Holders of the Registrable
Securities entitled thereto; provided that any Liquidated Damages Amount accrued
with respect to any Note or portion thereof redeemed by the Company on a
redemption date or converted into Underlying Common Stock on a conversion date
prior to the Damages Payment Date, shall, in any such event, be paid instead to
the Holder who submitted such Note or portion thereof for redemption or
conversion on the applicable redemption date or conversion date, as the case may
be, on such date (or promptly following the conversion date, in the case of
conversion); provided further, that, in the case of an Event of the type
described in clause (iii) or (iv) of the first paragraph of this Section 2(e),
such Liquidated Damages Amount shall be paid only to the Holders entitled
thereto pursuant to such first paragraph by check mailed to the address set
forth in the Notice and Questionnaire delivered by such Holder. The Trustee
shall be entitled, on behalf of registered holders of Notes or Underlying Common
Stock, to seek any available remedy for the enforcement of this Agreement,
including for the payment of such Liquidated Damages Amount. Notwithstanding the
foregoing, the parties agree that the sole damages payable for a violation of
the terms of this Agreement with respect to which liquidated damages are
expressly provided shall be such liquidated damages. Nothing shall preclude any
Holder from pursuing or obtaining specific performance or other equitable relief
with respect to this Agreement.

          All of the Company's obligations set forth in this Section 2(e) that
are outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security

                                       9

<PAGE>

shall survive until such time as all such obligations with respect to such
security have been satisfied in full (notwithstanding termination of this
Agreement pursuant to Section 8(k)).

         The parties hereto agree that the liquidated damages provided for in
this Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of a
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.

         SECTION 3. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:


                  (a) Prepare and file with the SEC a Registration Statement or
         Registration Statements on any appropriate form under the Securities
         Act available for the sale of the Registrable Securities by the Holders
         thereof in accordance with the intended method or methods of
         distribution thereof, and use its reasonable best efforts to cause each
         such Registration Statement to become effective and remain effective as
         provided herein; provided that before filing any Registration Statement
         or Prospectus or any amendments or supplements thereto with the SEC,
         the Company shall furnish to the Initial Purchasers and the Special
         Counsel of such offering, if any, subject to an obligation of
         confidentiality, copies of all such documents proposed to be filed and
         use its reasonable best efforts to reflect in each such document when
         so filed with the SEC such comments as the Initial Purchasers or the
         Special Counsel, if any, reasonably shall propose within five (5)
         Business Days of the delivery of such copies to the Initial Purchasers
         and the Special Counsel.

                  (b) Prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement continuously effective
         for the applicable period specified in Section 2(a); cause the related
         Prospectus to be supplemented by any required prospectus supplement,
         and as so supplemented to be filed pursuant to Rule 424 (or any similar
         provisions then in force) under the Securities Act; and use its
         reasonable best efforts to comply with the provisions of the Securities
         Act applicable to it with respect to the disposition of all securities
         covered by such Registration Statement during the Effectiveness Period
         in accordance with the intended methods of disposition by the sellers
         thereof set forth in such Registration Statement as so amended or such
         Prospectus as so supplemented.

                  (c) As promptly as practicable give notice to the Notice
         Holders, the Initial Purchasers and the Special Counsel, (i) when any
         Prospectus, prospectus supplement, Registration Statement or
         post-effective amendment to a Registration Statement has been filed
         with the SEC and, with respect to a Registration Statement or any
         post-effective amendment, when the same has been declared effective,
         (ii) of any request, following the effectiveness of the Initial Shelf
         Registration Statement under the Securities Act, by the SEC or any
         other federal or state governmental authority for amendments or
         supplements to any Registration Statement or related Prospectus or for
         additional information, (iii) of the issuance by the SEC or any other
         federal or state governmental authority of any stop order suspending
         the effectiveness of any Registration Statement or the initiation or

                                       10

<PAGE>

         threatening 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, (v) of the occurrence
         of a Material Event and (vi) of the determination by the Company that a
         post-effective amendment to a Registration Statement will be filed with
         the SEC, which notice may, at the discretion of the Company (or as
         required pursuant to Section 3(i)), state that it constitutes a
         Deferral Notice, in which event the provisions of Section 3(i) shall
         apply.

                  (d) Use its reasonable best efforts to obtain the withdrawal
         of any order suspending the effectiveness of a Registration Statement
         or the lifting of any suspension of the qualification (or exemption
         from qualification) of any of the Registrable Securities for sale in
         any jurisdiction in which they have been qualified for sale, in either
         case at the earliest possible moment, and provide immediate notice to
         each Notice Holder and the Initial Purchasers of the withdrawal of any
         such order.

                  (e) If reasonably requested by the Initial Purchasers or any
         Notice Holder, as promptly as practicable incorporate in a prospectus
         supplement or post-effective amendment to a Registration Statement such
         information as the Initial Purchasers and the Special Counsel, or such
         Notice Holder shall on the basis of a written opinion of
         nationally-recognized counsel experienced in such matters, determine to
         be required to be included therein by applicable law and make any
         required filings of such prospectus supplement or post-effective
         amendment.

                  (f) Upon request, as promptly as practicable furnish to each
         Notice Holder, the Special Counsel and the Initial Purchasers, without
         charge, at least one (1) conformed copy of the Registration Statement
         and any amendment thereto, including exhibits and all documents
         incorporated or deemed to be incorporated therein by reference.

                  (g) During the Effectiveness Period, deliver to each Notice
         Holder, the Special Counsel, if any, and the Initial Purchasers, in
         connection with any sale of Registrable Securities pursuant to a
         Registration Statement, without charge, as many copies of the
         Prospectus or Prospectuses relating to such Registrable Securities
         (including each preliminary prospectus) and any amendment or supplement
         thereto as such Notice Holder may reasonably request; and the Company
         hereby consents (except during such periods that a Deferral Notice is
         outstanding and has not been revoked) to the use of such Prospectus or
         each amendment or supplement thereto by each Notice Holder in
         connection with any offering and sale of the Registrable Securities
         covered by such Prospectus or any amendment or supplement thereto in
         the manner set forth therein.

                  (h) Prior to any public offering of the Registrable Securities
         pursuant to a Registration Statement, use its reasonable best efforts
         to register or qualify or cooperate with the Notice Holders and the
         Special 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

                                       11

<PAGE>

         within the United States as any Notice Holder reasonably requests in
         writing (which request may be included in the Notice and
         Questionnaire); prior to any public offering of the Registrable
         Securities pursuant to the Shelf Registration Statement, use its
         reasonable best efforts to keep each such registration or
         qualification (or exemption therefrom) effective during the
         Effectiveness Period in connection with such Notice Holder's offer and
         sale of Registrable Securities pursuant to such registration or
         qualification (or exemption therefrom) and do any and all other acts
         or things reasonably necessary or advisable to enable the disposition
         in such jurisdictions of such Registrable Securities in the manner set
         forth in the relevant Registration Statement and the related
         Prospectus; provided that the Company will not be required to (i)
         qualify as a foreign corporation or as a dealer in securities in any
         jurisdiction where it would not otherwise be required to qualify but
         for this Agreement or (ii) take any action that would subject it to
         general service of process in suits or to additional taxation in any
         such jurisdiction.

                    (i)  Upon (A) the issuance by the SEC of a stop order
         suspending the effectiveness of the Shelf Registration Statement or the
         initiation of proceedings with respect to the Shelf Registration
         Statement under Section 8(d) or 8(e) of the Securities Act, (B) the
         occurrence of any event or the existence of any fact (a "Material
         Event") as a result of which any Registration Statement shall 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, or any Prospectus shall 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 the light of the circumstances under which they were made,
         not misleading, or (C) the occurrence or existence of any pending
         corporate development that, in the reasonable discretion of the
         Company, makes it appropriate to suspend the availability of the Shelf
         Registration Statement and the related Prospectus for a discrete period
         of time:

                         (i) in the case of clause (B) above, subject to the
                    next sentence, as promptly as practicable prepare and file,
                    if necessary pursuant to applicable law, a post-effective
                    amendment to such Registration Statement or a supplement to
                    the related Prospectus or any document incorporated therein
                    by reference or file any other required document that would
                    be incorporated by reference into such Registration
                    Statement and Prospectus so that such Registration Statement
                    does 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 such Prospectus does 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 the light of the circumstances under
                    which they were made, not misleading, as thereafter
                    delivered to the purchasers of the Registrable Securities
                    being sold thereunder, and, in the case of a post-effective
                    amendment to a Registration Statement, subject to the next
                    sentence, use its reasonable best efforts to cause it to be
                    declared effective as promptly as is practicable, and

                                       12

<PAGE>

                        (ii) give notice to the Notice Holders, and the
                    Special Counsel, if any, that the availability of the Shelf
                    Registration Statement is suspended (a "Deferral Notice")
                    and, upon receipt of any Deferral Notice, each Notice Holder
                    agrees not to sell any Registrable Securities pursuant to
                    the Registration Statement until such Notice Holder's
                    receipt of copies of the supplemented or amended Prospectus
                    provided for in clause (i) above, or until it is advised in
                    writing by the Company that the Prospectus may be used, and
                    has received copies of any additional or supplemental
                    filings that are incorporated or deemed incorporated by
                    reference in such Prospectus.

                  The Company will use its reasonable best efforts to ensure
         that the use of the Prospectus may be resumed (x) in the case of clause
         (A) above, as promptly as is practicable, (y) in the case of clause (B)
         above, as soon as, in the sole judgment of the Company, public
         disclosure of such Material Event would not be prejudicial to or
         contrary to the interests of the Company or, if necessary to avoid
         unreasonable burden or expense, as soon as practicable thereafter and
         (z) in the case of clause (C) above, as soon as in the reasonable
         discretion of the Company, such suspension is no longer appropriate.
         The Company shall be entitled to exercise its right under this Section
         3(i) to suspend the availability of the Shelf Registration Statement or
         any Prospectus, without incurring or accruing any obligation to pay
         liquidated damages pursuant to Section 2(e), no more than one (1) time
         in any three month period or three (3) times in any twelve month
         period, and any such period during which the availability of the
         Registration Statement and any Prospectus is suspended (the "Deferral
         Period") shall, without incurring any obligation to pay liquidated
         damages pursuant to Section 2(e), not exceed 30 days; provided that the
         aggregate duration of any Deferral Periods shall not exceed 30 days in
         any three month period (or 60 days in any three month period in the
         event of a Material Event pursuant to which the Company has delivered a
         second notice as required below) or 90 days in any twelve (12) month
         period; provided that in the case of a Material Event relating to an
         acquisition or a probable acquisition or financing, recapitalization,
         business combination or other similar transaction, the Company may,
         without incurring any obligation to pay liquidated damages pursuant to
         Section 2(e), deliver to Notice Holders a second notice to the effect
         set forth above, which shall have the effect of extending the Deferral
         Period by up to an additional 30 days, or such shorter period of time
         as is specified in such second notice.

                    (j) If requested in writing in connection with a disposition
         of Registrable Securities pursuant to a Registration Statement, make
         reasonably available for inspection during normal business hours by a
         representative for the Notice Holders of such Registrable Securities,
         any broker-dealers, attorneys and accountants retained by such Notice
         Holders, and any attorneys or other agents retained by a broker-dealer
         engaged by such Notice Holders, all relevant financial and other
         records and pertinent corporate documents and properties of the Company
         and its subsidiaries, and cause the appropriate officers, directors and
         employees of the Company and its subsidiaries to make reasonably
         available for inspection during normal business hours on reasonable
         notice all relevant information reasonably requested by such
         representative for the Notice Holders, or any such broker-dealers,
         attorneys or accountants in connection with such disposition, in each
         case as is customary for similar "due diligence" examinations; provided
         that such persons

                                       13

<PAGE>

          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 and shall be used solely
          for the purposes of exercising rights under this Agreement, 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 any Registration Statement or
          the use of any prospectus referred to in this Agreement), (iii) such
          information becomes generally available to the public other than as a
          result of a disclosure or failure to safeguard by any such
          person or (iv) such information becomes available to any such person
          from a source other than the Company and such source is not bound by a
          confidentiality agreement, and provided further that the foregoing
          inspection and information gathering shall, to the greatest extent
          possible, be coordinated on behalf of all the Notice Holders and the
          other parties entitled thereto by the Special Counsel.

                  (k) Comply with all applicable rules and regulations of the
          SEC and make generally available to its securityholders earning
          statements (which need not be audited) satisfying the provisions of
          Section 11(a) of the Securities Act and Rule 158 thereunder (or any
          similar rule promulgated under the Securities Act) for a 12-month
          period commencing on the first day of the first fiscal quarter of the
          Company commencing after the effective date of a Registration
          Statement, which statements shall be made available no later than 45
          days after the end of the 12-month period or 90 days if the 12-month
          period coincides with a fiscal year of the Company.

                  (l) Cooperate with each Notice Holder to facilitate the timely
          preparation and delivery of certificates representing Registrable
          Securities sold or to be sold pursuant to a Registration Statement,
          which certificates shall not bear any restrictive legends, and cause
          such Registrable Securities to be in such denominations as are
          permitted by the Indenture and registered in such names as such Notice
          Holder may request in writing at least one (1) Business Day prior to
          any sale of such Registrable Securities.

                  (m) Provide a CUSIP number for all Registrable Securities
          covered by each Registration Statement not later than the effective
          date of such Registration Statement and provide the Trustee and the
          transfer agent for the Common Stock with printed certificates for the
          Registrable Securities that are in a form eligible for deposit with
          The Depository Trust Company.

                  (n) Cooperate and assist in any filings required to be made
          with the National Association of Securities Dealers, Inc.

                  (o) Upon (i) the filing of the Initial Shelf Registration
          Statement and (ii) the effectiveness of the Initial Shelf Registration
          Statement, announce the same, in each case by release to Reuters
          Economic Services and Bloomberg Business News.

                                       14

<PAGE>

          SECTION 4. Holder's Obligations. Each Holder agrees, by acquisition of
the Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Registration Statement or to receive a
Prospectus relating thereto, unless such Holder has furnished the Company with a
Notice and Questionnaire as required pursuant to Section 2(d) hereof (including
the information required to be included in such Notice and Questionnaire) and
the information set forth in the next sentence. Each Notice Holder agrees
promptly to furnish to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such Notice
Holder not misleading and any other information regarding such Notice Holder and
the distribution of such Registrable Securities as the Company may from time to
time reasonably request. Any sale of any Registrable Securities by any Holder
shall constitute a representation and warranty by such Holder that the
information relating to such Holder and its plan of distribution is as set forth
in the Prospectus delivered by such Holder in connection with such disposition,
that such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading.

          SECTION 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any
Registration Statement is declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the Special Counsel in
connection with Blue Sky qualifications of the Registrable Securities under the
laws of such jurisdictions as Notice Holders of a majority of the Registrable
Securities being sold pursuant to a Registration Statement may designate), (ii)
printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities in a form eligible for deposit with The
Depository Trust Company), (iii) duplication expenses relating to copies of any
Registration Statement or Prospectus delivered to any Holders hereunder, (iv)
fees and disbursements of counsel for the Company and the Special Counsel in
connection with the Shelf Registration Statement (provided that the Company
shall not be liable for the fees and expenses of more than one separate firm for
all parties participating in any transaction hereunder), (v) reasonable fees and
disbursements of the Trustee and its counsel and of the registrar and transfer
agent for the Common Stock and (vi) Securities Act liability insurance obtained
by the Company in its sole discretion. In addition, the Company shall pay the
internal expenses of the Company (including, without limitation, all salaries
and expenses of officers and employees performing legal or accounting duties),
the expense of any annual audit, the fees and expenses incurred in connection
with the listing by the Company of the Registrable Securities on any securities
exchange on which similar securities of the Company are then listed and the fees
and expenses of any person, including special experts, retained by the Company.
Notwithstanding the provisions of this Section 5, each seller of Registrable
Securities shall pay selling expenses and all registration expenses to the
extent required by applicable law.

                                       15

<PAGE>

          SECTION 6. Indemnification.

           (a) Indemnification by the Company. The Company shall indemnify and
hold harmless each Notice Holder and each person, if any, who controls any
Notice Holder (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) from and against any losses, liabilities,
claims, damages and expenses (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) (collectively, "Losses"), arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, provided
that the Company shall not be liable in any such case to the extent that any
such Losses arise out of or are based upon an untrue statement or alleged untrue
statement contained in or omission or alleged omission from any of such
documents in reliance upon and conformity with any of the information relating
to the Holders furnished to the Company in writing by a Holder expressly for use
therein; provided further, that the indemnification contained in this paragraph
shall not inure to the benefit of any Holder (or to the benefit of any person
controlling such Holder) on account of any such Losses arising out of or based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any preliminary prospectus or Prospectus provided in each case
the Company has performed its obligations under Section 3(a) hereof if (A) (i)
such Holder failed to send or deliver a copy of the Prospectus with or prior to
the delivery of written confirmation of the sale by such Holder to the person
asserting the claim from which such Losses arise and (ii) the Prospectus would
have corrected such untrue statement or alleged untrue statement or such
omission or alleged omission, (B) (x) such untrue statement or alleged untrue
statement, omission or alleged omission is corrected in an amendment or
supplement to the Prospectus and (y) having previously been furnished by or on
behalf of the Company with copies of the Prospectus as so amended or
supplemented, such Holder thereafter fails to deliver such Prospectus as so
amended or supplemented, with or prior to the delivery of written confirmation
of the sale of a Registrable Security to the person asserting the claim from
which such Losses arise, or (C) such untrue or alleged untrue statement or
omission is contained in a preliminary prospectus or Prospectus used during a
Deferral Period.

           (b) Indemnification by Holders. Each Holder agrees severally and not
jointly to indemnify and hold harmless the Company and its respective directors
and officers, and each person, if any, who controls the Company (within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act) or any other Holder, from and against all Losses arising out of or based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity

                                       16

<PAGE>

with information furnished to the Company by such Holder expressly for use in
such Registration Statement or Prospectus or amendment or supplement thereto. In
no event shall the liability of any Holder hereunder be greater in amount than
the dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities pursuant to the Registration Statement giving rise to
such indemnification obligation.

          (c)  Conduct of Indemnification Proceedings. In case any proceeding
(including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant to Section 6(a) or
6(b) hereof, such person (the "indemnified party") shall promptly notify the
person against whom such indemnity may be sought (the "indemnifying party") in
writing and the indemnifying party, upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the reasonable fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all
indemnified parties, and that all such fees and expenses shall be reimbursed as
they are incurred. Such separate firm shall be designated in writing by, in the
case of parties indemnified pursuant to Section 6(a), the Holders of a majority
(with Holders of Notes deemed to be the Holders, for purposes of determining
such majority, of the number of shares of Underlying Common Stock into which
such Notes are or would be convertible as of the date on which such designation
is made) of the Registrable Securities covered by the Registration Statement
held by Holders that are indemnified parties pursuant to Section 6(a) and, in
the case of parties indemnified pursuant to Section 6(b), the Company. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 60
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement; provided that
the indemnifying party shall not be so liable for a settlement effected without
its written consent so long as it is reasonably contesting in good faith the
amount of the fees and expenses of counsel of the indemnified party that must be
reimbursed. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of

                                       17

<PAGE>

which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

          (d)  Contribution. To the extent that the indemnification provided for
in this Section 6 is unavailable to an indemnified party under Section 6(a) or
6(b) hereof in respect of any Losses or is insufficient to hold such indemnified
party harmless, then each applicable indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
or parties on the one hand and the indemnified party or parties on the other
hand or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party or parties on the one hand and of the indemnified party
or parties on the other hand in connection with the statements or omissions that
resulted in such Losses, as well as any other relevant equitable considerations.
Benefits received by the Company shall be deemed to be equal to the total net
proceeds from the initial placement pursuant to the Purchase Agreement (before
deducting expenses) of the Registrable Securities to which such Losses relate.
Benefits received by any Holder shall be deemed to be equal to the value of
receiving Registrable Securities that are registered under the Securities Act.
The relative fault of the Holders on the one hand and the Company 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 Holders
or by the Company, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Holders' respective obligations to contribute pursuant to this paragraph are
several in proportion to the respective number of Registrable Securities they
have sold pursuant to a Registration Statement, and not joint.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method or allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the Losses
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding this Section 6(d), an
indemnifying party that is a selling Holder shall not be required to contribute
any amount in excess of the amount by which the total price at which the
Registrable Securities sold by such indemnifying party and distributed to the
public were offered to the public exceeds the amount of any damages that such
indemnifying party has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

                                       18

<PAGE>

          (e)  The indemnity, contribution and expense reimbursement obligations
of the parties hereunder shall be in addition to any liability any indemnified
party may otherwise have hereunder, under the Purchase Agreement or otherwise.

          (f)  The indemnity and contribution provisions contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any person controlling any Holder, or the Company, or the
Company's officers or directors or any person controlling the Company and (iii)
the sale of any Registrable Securities by any Holder.

          SECTION 7. Information Requirements. The Company covenants that, if at
any time before the end of the Effectiveness Period the Company is not subject
to the reporting requirements of the Exchange Act, it will cooperate with any
Holder and take such further reasonable action as any Holder may reasonably
request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 and Rule 144A under the Securities Act and
customarily taken in connection with sales pursuant to such exemptions. Upon the
written request of any Holder, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company's most recent report
filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities (other than the Common Stock) under any
section of the Exchange Act.

          SECTION 8. Miscellaneous.

          (a)  No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall it, on or after the date of this Agreement, enter
into, any agreement with respect to its securities that conflicts with the
rights granted to the Holders in this Agreement. The Company represents and
warrants that the rights granted to the Holders hereunder do not in any way
conflict with the rights granted to the holders of the Company's securities
under any other agreements.

          (b)  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, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Registrable Securities (with Holders of
Notes deemed to be the Holders, for purposes of this Section, of the number of
shares of Underlying Common Stock into which such Notes are or would be
convertible as of the date on which such consent is requested). Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights 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 at least a majority of the Registrable Securities being sold by such
Holders pursuant to such Registration Statement; provided, that the provisions
of this sentence may not be amended, modified, or

                                       19

<PAGE>

supplemented except in accordance with the provisions of the immediately
preceding sentence. Each Holder of Registrable Securities outstanding at the
time of any such amendment, modification, supplement, waiver or consent or
thereafter shall be bound by any such amendment, modification, supplement,
waiver or consent effected pursuant to this Section 8(b), whether or not any
notice, writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities or is delivered to such
Holder.

          (c)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

                  (i)  if to a Holder, at the most current address given by
          such Holder to the Company in a Notice and Questionnaire or any
          amendment thereto;

                  (ii) if to the Company, to:

Axcelis Technologies, Inc.
55 Cherry Hill Drive
Beverly, Massachusetts 01915
Attention: General Counsel
Telecopy No.: (978) 787-4200

and

Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
Attention: Matthew Dallett
Telecopy No.: (617) 227-4420

                                       20

<PAGE>

          (iii) if to the Initial Purchasers, to:

Morgan Stanley & Co. IncorporatedSalomon Smith Barney Inc.
SG Cowen Securities Corporation

c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Attention: Equity Capital Markets
Telecopy No.: (212) 761-0538

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

          (d)  Approval of Holders. Whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchasers
or subsequent Holders if such subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

          (e)  Successors and Assigns. Any person who purchases any Registrable
Securities from the Initial Purchasers shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchasers. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities.

          (f)  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 original and all of which taken together
shall constitute one and the same agreement.

          (g)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (h)  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          (i)  Severability. If any term, provision, covenant or restriction of
this Agreement is held 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 thereby, and the parties hereto shall use their reasonable best
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 being intended that all of the rights and privileges
of the parties shall be enforceable to the fullest extent permitted by law.

                                       21

<PAGE>

          (j)  Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights. No
party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement. In no event will such methods of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company.

          (k)  Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for liquidated damages under Section
2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.

                                       22

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           AXCELIS TECHNOLOGIES, INC.



                                           By /s/   Brian R. Bachman
                                              ---------------------------
                                             Name:  Brian R. Bachman
                                             Title: Vice Chairman and CEO



Confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO. INCORPORATED


By /s/ Timothy H. Harned
   --------------------------------
Name:  Timothy H. Harned
Title: Executive Director


SALOMON SMITH BARNEY INC.


By /s/ Lawrence Braham
   --------------------------------
Name:  Lawrence Braham
Title: Vice President


SG COWEN SECURITIES CORPORATION


By /s/ Schuyler Grow
   --------------------------------
Name:  Schuyler Grow
Title: Managing Director