<PAGE>

                                                                    Exhibit 4.14

                                                             Option No. 2002-001
                                                            Expiration Date: TBD


                 NON-TRANSFERABLE COMMON STOCK PURCHASE OPTION

      1. This is to certify that, for value received, the registered holder
named on the signature page (the "Holder"), is entitled, subject to the terms
and conditions herein set forth, to purchase from American Medical Technologies,
Inc. (the "Company") the number of shares of the Company's common stock ("Common
Stock") set forth below the Holder's name on the signature page hereof at a
purchase price (the "Purchase Price Per Share") equal to 75% of the closing
sales price for the Common Stock as reported on the Nasdaq Stock Market on the
day prior to exercise; provided that the Purchase Price Per Share may not be
less than $.60 unless otherwise agreed to in writing by both parties. This
Option shall be exercisable for a period commencing on the date that the
Company's Registration Statement on Form S-3 covering the shares of Common Stock
issuable pursuant to this Option is declared effective by the Securities and
Exchange Commission and shall expire two months from such effective date.

      2(a). Other than as specified below, this Option is non-transferable and
may be exercised in whole or in part only by the Holder by written certified or
registered mail notice to the Company accompanied by the surrendered Option and
payment of the purchase price in certified or bank funds for the number of
shares so purchased. If this Option is exercised in part only, then the Company
shall execute and deliver a new Option evidencing the rights of the Holder to
purchase the remaining number of shares purchasable hereunder.

      (b). This Option may be exercised only by the Holder and may not be
transferred other than by will, laws of descent and distribution, a qualified
domestic relations order, or upon the prior written consent of Company. Any
attempted assignment, transfer, pledge or other disposition of this Option other
than as provided herein, shall be void and of no effect.

      3. Within two business days of receipt of notice of exercise of this
Option as above provided, the Company shall cause to be issued in the name of
and delivered to the Holder a certificate or certificates for the shares of
Common Stock so purchased; provided, however, notwithstanding anything to the
contrary in this Option, the Holder shall be deemed to be the owner of all
shares of Common Stock for which, and on the last date that, the Holder gives
notice of exercise, surrenders this Option, and pays the purchase price for such
shares pursuant to the notice of exercise. The Company covenants and agrees that
all shares of Common Stock, which may be delivered upon exercise of this Option,
will, upon delivery, be fully paid and non-assessable. The Company agrees at all
times to reserve and hold available a sufficient number of authorized shares of
Common Stock to cover the number of shares issuable upon the full exercise of
this Option.

      4(a). If the Company at any time shall, during the term of this Option, by
subdivision, combination or reclassification of securities, by merger, by share
exchange or otherwise, change or permit to be changed any of the securities to
which purchase rights under this Option exist into the same or a different
number of securities of any class or classes, then this Option shall thereafter
permit the Holder to acquire such number and kind of securities and/or other
consideration as would have been issuable as the result of such change as if
this Option had been exercised immediately prior to such subdivision,
combination, reclassification, merger, share exchange or other change. In case
during the term of this Option the shares of Common Stock at any time
outstanding shall be subdivided into a greater number of shares, or combined
into a lesser number of shares, then each share of Common Stock purchasable
under this Option shall be replaced for the purposes hereof by the number of the
subdivided or consolidated shares, as the case may be, issued in substitution
for each one share of Common Stock then issued and outstanding; and in case at
any time during the term of this Option the Company shall issue any additional
shares of Common Stock as a stock dividend, then the shares purchasable under
this Option shall be increased in the same ratio as the then outstanding Common
Stock was increased by such stock dividend, and the Purchase Price Per Share
correspondingly decreased. No fractional shares will be issued and in lieu
thereof the Holder will receive an amount of cash equal to the closing sale
price of the Common Stock as reported on the Nasdaq Stock Market on the last
trading day before the exercise date multiplied by the fractional share to which
the Holder would otherwise be entitled.

<PAGE>

      (b). The Company will at all times in good faith assist in carrying out
the terms of this Option to protect the rights of the Holder against dilution as
provided herein.

      5. Upon exercise of this Option in full and payment of the purchase price
for the shares deliverable upon exercise of this Option, the Company agrees to
issue to the Holder of this Option warrants to purchase 150,000 shares of Common
Stock at a per share purchase price equal to $0.60 per share (the "Warrants"),
pursuant to a Warrant Certificate in the form attached hereto as EXHIBIT A. The
Holder of the Warrants shall have the registration rights set forth in ANNEX 1
of the Warrant Certificate.

      6. The Holder of this Option shall not be entitled to vote or receive
dividends nor be deemed the owner of Common Stock of the Company for any
purpose, nor shall anything contained herein be construed to confer upon the
Holder of this Option, as such, any of the rights of a stockholder of the
Company or any right to vote, give or withhold consent to any corporate action
(whether upon any recapitalization, issue of stock, reclassification of the
stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, until this
Option shall have been validly exercised as provided above.

      7. If this Option shall be mutilated, lost, stolen or destroyed, then the
Company shall promptly issue a new Option of like date, tenor, and denomination
and deliver the same in exchange and substitution for and upon surrender and
cancellation of any mutilated Option, or in lieu of any lost, stolen or
destroyed Option, upon receipt of an indemnity agreement or bond reasonably
satisfactory to the Company; provided, however, the Company agrees to use its
best efforts to cause the Company's transfer agent to accept the Holder's
indemnity agreement without requiring a bond.

      8. This Option (including EXHIBIT A attached hereto) contains the entire
agreement and understanding of the parties with respect to the transactions
contemplated by this Option and supersedes all prior or contemporaneous written
or oral commitments, arrangements or understandings with respect thereto.


<PAGE>

      This Option is issued this 1st day of May, 2002.


                                    AMERICAN MEDICAL TECHNOLOGIES, INC.


                                    By:   /s/ JOHN E. VICKERS III
                                          ------------------------------------
                                          John E. Vickers, Interim Chief
                                          Executive Officer


ACCEPTED AND AGREED BY THE REGISTERED HOLDER:

01144 LTD.


By:   /s/ IAN MCKINNON
      ------------------------------------
      Name:  Ian McKinnon
      Title:  Authorized Agent

Registered Holder's Address:
01144 LTD.
c/o Canaccord Capital
320 Bay Street
Suite 1210
Toronto, Ontario M5H4A6

Number of Shares:  up to 1,000,000


<PAGE>

                                    EXHIBIT A
               TO NON-TRANSFERABLE COMMON STOCK PURCHASE OPTION


                                                            Warrant No. 2002-002
                                                           Expiration Date:  TBD


NON-TRANSFERABLE COMMON STOCK PURCHASE WARRANT

      1. This is to certify that, for value received, the registered holder
named on the signature page (the "Holder"), is entitled, subject to the terms
and conditions herein set forth, to purchase from American Medical Technologies,
Inc. (the "Company") 150,000 shares of the Company's common stock ("Common
Stock") at a purchase price (the "Purchase Price Per Share") equal to $0.60. The
Warrant shall be exercisable for a period commencing on the date on which the
Holder has exercised in full that certain Non-Transferable Common Stock Purchase
Option dated May 1, 2002 between the Holder and the Company (the "Option") and
ending on the date which is two months from the date that the Company's
Registration Statement on Form S-3 covering the shares of Common Stock issuable
pursuant to the Option is declared effective by the Securities and Exchange
Commission.

      2(a). Other than as specified below, this Warrant is non-transferable and
may be exercised in whole or in part only by the Holder by written certified or
registered mail notice to the Company accompanied by the surrendered Warrant and
payment of the purchase price in certified or bank funds for the number of
shares so purchased. If this Warrant is exercised in part only, then the Company
shall execute and deliver a new Warrant evidencing the rights of the Holder to
purchase the remaining number of shares purchasable hereunder.

      (b). This Warrant may be exercised only by the Holder and may not be
transferred other than by will, laws of descent and distribution, a qualified
domestic relations order, or upon the prior written consent of Company. Any
attempted assignment, transfer, pledge or other disposition of this Warrant
other than as provided herein, shall be void and of no effect.

      3. Within two business days of receipt of notice of exercise of this
Warrant as above provided, the Company shall cause to be issued in the name of
and delivered to the Holder a certificate or certificates for the shares of
Common Stock so purchased; provided, however, notwithstanding anything to the
contrary in this Warrant, the Holder shall be deemed to be the owner of all
shares of Common Stock for which, and on the last date that, the Holder gives
notice of exercise, surrenders this Warrant, and pays the purchase price for
such shares pursuant to the notice of exercise. The Company covenants and agrees
that all shares of Common Stock, which may be delivered upon exercise of this
Warrant, will, upon delivery, be fully paid and non-assessable. The Company
agrees at all times to reserve and hold available a sufficient number of
authorized shares of Common Stock to cover the number of shares issuable upon
the full exercise of this Warrant.

      4(a). If the Company at any time shall, during the term of this Warrant,
by subdivision, combination or reclassification of securities, by merger, by
share exchange or otherwise, change or permit to be changed any of the
securities to which purchase rights under this Warrant exist into the same or a
different number of securities of any class or classes, then this Warrant shall
thereafter permit the Holder to acquire such number and kind of securities
and/or other consideration as would have been issuable as the result of such
change as if this Warrant had been exercised immediately prior to such
subdivision, combination, reclassification, merger, share exchange or other
change. In case during the term of this Warrant the shares of Common Stock at
any time outstanding shall be subdivided into a greater number of shares, or
combined into a lesser number of shares, then each share of Common Stock
purchasable under this Warrant shall be replaced for the purposes hereof by the
number of the subdivided or consolidated shares, as the case may be, issued in
substitution for each one share of Common Stock then issued and outstanding; and
in case at any time during the term of this Warrant the Company shall issue any
additional shares of Common Stock as a stock dividend, then the shares
purchasable under this Warrant shall be increased in the same ratio as the then
outstanding Common Stock was increased by such stock dividend, and the Purchase
Price Per Share correspondingly decreased. No fractional shares will be issued
and in lieu thereof the Holder will receive an amount of cash equal to the
closing sale price of the Common Stock as reported on the Nasdaq Stock Market on
the last trading day before the exercise date multiplied by the fractional share
to which the Holder would otherwise be entitled.

<PAGE>

      (b). The Company will at all times in good faith assist in carrying out
the terms of this Warrant to protect the rights of the Holder against dilution
as provided herein.

      5. Neither this Warrant nor the shares issuable upon exercise of this
Warrant have been registered under the Securities Act of 1933, as amended (the
"Act"), or any applicable state "Blue Sky" laws. By acceptance of this Warrant,
the Holder represents and warrants to the Company that the Holder will not
offer, distribute, sell, transfer or otherwise dispose of the shares received
upon exercise of this Warrant except pursuant to (i) an effective registration
statement under the Act and any applicable Blue Sky laws with respect thereto;
(ii) an opinion, reasonably satisfactory to the Company, addressed to the
Company, from counsel reasonably satisfactory to the Company, that such
offering, distribution, sale, transfer or disposition is exempt from
registration under the Act and any applicable Blue Sky laws; or (iii) a letter
from the staff of the Securities and Exchange Commission ("SEC") or any state
securities commissioner, as the case may be, to the effect that it will
recommend that no action be taken with respect to such transaction. The Holder
agrees, by acceptance of this Warrant, to execute any and all documents
reasonably deemed necessary by the Company and required by the regulatory
authority of any state in connection with any public offering of the shares
underlying this Warrant. The Holder and the Company shall also have the rights
and responsibilities set forth on ANNEX 1 to this Warrant.

      6. The Holder of this Warrant shall not be entitled to vote or receive
dividends nor be deemed the owner of Common Stock of the Company for any
purpose, nor shall anything contained herein be construed to confer upon the
Holder of this Warrant, as such, any of the rights of a stockholder of the
Company or any right to vote, give or withhold consent to any corporate action
(whether upon any recapitalization, issue of stock, reclassification of the
stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, until this
Warrant shall have been validly exercised as provided above.

      7. If this Warrant shall be mutilated, lost, stolen or destroyed, then the
Company shall promptly issue a new Warrant of like date, tenor, and denomination
and deliver the same in exchange and substitution for and upon surrender and
cancellation of any mutilated Warrant, or in lieu of any lost, stolen or
destroyed Warrant, upon receipt of an indemnity agreement or bond reasonably
satisfactory to the Company; provided, however, the Company agrees to use its
best efforts to cause the Company's transfer agent to accept the Holder's
indemnity agreement without requiring a bond.

      8.    In connection  with the exercise of the Warrant,  the Holder makes
the following representations and acknowledgements to the Company:

      (a). The Holder has such knowledge and experience in business and
financial matters that the Holder is capable of evaluating the merits and risks
of the proposed investment. The Holder will notify the Company immediately of
any adverse change in any such information occurring prior to exercise of the
Warrant.

      (b). The Holder is acquiring the shares underlying the Warrant solely for
the Holder's own account, for investment purposes and not with a view to the
distribution thereof. The Holder is also aware that the Company is issuing the
shares underlying the Warrant pursuant to Section 4(2) of the Securities Act of
1933, as amended (the "Securities Act"), without compliance with the
registration provisions of the Securities Act or other applicable federal or
state securities laws. The Holder is aware that the Company is relying on, among
other things, the representations and warranties of the Holder contained herein
for purposes of complying with such exemption from registration.

      (c). The Holder recognizes that the sale by the Company of the shares
underlying the Warrant will not be registered under the Securities Act or other
applicable federal or state securities laws. The Holder agrees not to sell or
transfer the shares underlying the Warrant unless such shares are registered
under the Securities Act and under any other applicable securities laws or the
Holder obtains an opinion of legal counsel in form and substance satisfactory to
counsel to the Company that such registration is not required.

      (d). The Holder has no need for liquidity in this investment, is able to
bear the substantial economic risks of an investment in the shares underlying
the Warrant for an indefinite period of time and at the present time could


<PAGE>

afford a complete loss of such investment. The Holder's financial resources and
income are more than sufficient to meet all of the Holder's reasonably
anticipated needs without regard to the Holder's investment in the Company.

      (e). The Holder acknowledges that all documents, records and books
pertaining to this investment were made available to the Holder, and in
particular, the Holder acknowledges that, at a reasonable time (but less than 11
months) prior to the execution hereof, the Holder was furnished with and has
reviewed the Company's then most recent (i) annual report on Form 10-K and
subsequent quarterly reports on Form 10-Q filed with the SEC, (ii) annual report
to shareholders distributed to the Company's shareholders, and (iii) definitive
annual meeting proxy statement filed with the SEC under cover of Schedule 14A,
and the Holder has evaluated the merits and risks of an investment in the
Company. The Holder also acknowledges that the Company provided, a reasonable
time prior to the date of exercise, (i) an opportunity to ask questions of and
receive answers from the Company concerning the terms and conditions of the
Warrant and the underlying shares of Common Stock and the financial condition,
business operations and prospects of the Company, all of which questions (if
any) have been answered to the satisfaction of the Holder, and (ii) an
opportunity to obtain additional information, all of which was furnished by the
Company to the satisfaction of the Holder.

(f).  The Holder recognizes that the shares underlying the Warrant have not been
      approved or disapproved by any governmental or regulatory agency.

(g).  The Holder acknowledges that the shares underlying the Warrant were not
      offered to the Holder by means of: (i) any advertisement, article, notice
      or other communication published in any newspaper, magazine or similar
      medium, or broadcast over television or radio, or (ii) any other form of
      general solicitation or advertising.

(h).  The Holder certifies that it is a corporation not formed for the specific
      purpose of acquiring the shares underlying the Warrant and having total
      assets in excess of $5,000,000.


<PAGE>

      This Warrant is issued this ___ day of ______________, 2002.


                                    AMERICAN MEDICAL TECHNOLOGIES, INC.


                                    By:   /s/ JOHN E. VICKERS III
                                          ------------------------------------
                                          John E. Vickers, Interim Chief
                                          Executive Officer

ACCEPTED AND AGREED BY THE REGISTERED HOLDER:

01144 LTD.


By:
      ------------------------------------
      Name:
      Title:

Registered Holder's Address:
01144 LTD.
c/o Canaccord Capital
320 Bay Street
Suite 1210
Toronto, Ontario M5H4A6



<PAGE>

                                    ANNEX 1
              TO NON-TRANSFERABLE COMMON STOCK PURCHASE WARRANT

REGISTRATION RIGHTS

DEFINITIONS. As used in this Annex 1 the following terms shall have the
following respective meanings:

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

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

      "Registrable Securities" means the Warrant and any shares of Common Stock
of the Company which the Holder acquires pursuant to the Warrant.
Notwithstanding the foregoing, Registrable Securities shall not include any
securities sold by the Holder to the public either pursuant to a registration
statement or Rule 144 or sold in a private transaction in which the transferor's
rights are not assigned.

      "Registration Expenses" shall mean all expenses incurred by the Company in
complying with Section 1 hereof, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel for the
Company, reasonable fees and disbursements not to exceed twenty thousand dollars
($20,000) of a single special counsel for the Holder, blue sky fees and expenses
and the expense of any special audits incident to or required by any such
registration (but excluding (i) the compensation of regular employees of the
Company which shall be paid in any event by the Company, and (ii) Selling
Expenses).

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

      "Securities Act" means the Securities Act of 1933, as amended.

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

       "Special Registration Statement" means a registration statement on Form
S-4 or Form S-8 relating to any employee benefit plan or with respect to any
corporate reorganization or other transaction under Rule 145 of the Securities
Act.

      "Warrant" means that certain Non-Transferable Common Stock Purchase
Warrant issued by the Company upon exercise of that certain Nontransferable
Common Stock Purchase Option dated May 1, 2002.

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


<PAGE>

      (A) UNDERWRITING. If the registration statement under which the Company
gives notice under this Section 1 is for an underwritten offering, the Company
shall so advise the Holder. In such event, the right of the Holder to be
included in a registration pursuant to this Section 1 shall be conditioned upon
the Holder's participation in such underwriting and the inclusion of the
Holder's Registrable Securities in the underwriting to the extent provided
herein. If the Holder proposes to distribute its Registrable Securities through
such underwriting, then the Holder shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting by the Company. Notwithstanding any other provision of the
Agreement, if the underwriter determines in good faith that marketing factors
require a limitation of the number of shares to be underwritten, the number of
shares that may be included in the underwriting shall be allocated, first, to
the Company; second, to the Holder; and third, to any other selling shareholders
of the Company (other than the Holder) on a PRO RATA basis. If the Holder
disapproves of the terms of any such underwriting, the Holder may elect to
withdraw therefrom by written notice to the Company and the underwriter,
delivered at least ten (10) business days prior to the effective date of the
registration statement. Any Registrable Securities excluded or withdrawn from
such underwriting shall be excluded and withdrawn from the registration.

      (B) RIGHT TO TERMINATE REGISTRATION. The Company shall have the right to
terminate or withdraw any registration initiated by it under this Section 1
prior to the effectiveness of such registration whether or not the Holder has
elected to include securities in such registration. The Registration Expenses of
such withdrawn registration shall be borne by the Company in accordance with
Section 2 hereof.

2. EXPENSES OF REGISTRATION. Except as specifically provided herein, all
Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to any registration under Section 1 herein
shall be borne by the Company. All Selling Expenses incurred in connection with
any registrations hereunder, shall be borne by the holders of the securities so
registered PRO RATA on the basis of the number of shares so registered.

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

      (A) Use all reasonable efforts to cause such registration statement to
become effective, and, upon the request of the Holder, keep such registration
statement effective for up to thirty (30) days or, if earlier, until the Holder
has completed the distribution related thereto. The Company shall not be
required to file, cause to become effective or maintain the effectiveness of any
registration statement that contemplates a distribution of securities on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act.

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

      (C) Furnish to the Holder such number of copies of a prospectus, including
a preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by the Holder.

      (D) Use its reasonable efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Holder;
PROVIDED that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.

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

      (F) Notify the Holder covered by such registration statement at any time
when a prospectus relating


<PAGE>

thereto is required to be delivered under the Securities Act of the happening of
any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing. The Company will use reasonable efforts to amend or supplement
such prospectus in order to cause such prospectus not to include any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing.

4. TERMINATION OF REGISTRATION RIGHTS. All registration rights granted under
this Section 2 shall terminate and be of no further force and effect two (2)
years after the expiration date of the Warrant. In addition, if earlier, the
Holder's registration rights shall expire if (a) the Holder (together with its
affiliates, partners and former partners) holds less than 1% of the Company's
outstanding Common Stock (treating all shares of convertible Preferred Stock on
an as converted basis) and (b) all Registrable Securities held by and issuable
to the Holder (and its affiliates, partners, former partners, members and former
members) may be sold under Rule 144 during any ninety (90) day period.

5. DELAY OF REGISTRATION; FURNISHING INFORMATION.

      (A) The Holder shall not have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of registration rights under this Agreement.

      (B) It shall be a condition precedent to the obligations of the Company to
take any action pursuant to Section 1 that the Holder shall furnish to the
Company such information regarding itself, the Registrable Securities held by it
and the intended method of disposition of such securities as shall be required
to effect the registration of their Registrable Securities.

6. INDEMNIFICATION.  In the event any Registrable Securities are included
in a registration statement under Section 1:

      (A) To the extent permitted by law, the Company will indemnify and hold
harmless the Holder, any underwriter (as defined in the Securities Act) for the
Holder and each person, if any, who controls the Holder or underwriter within
the meaning of the Securities Act or the Exchange Act, against any losses,
claims, damages, or liabilities (joint or several) to which they may become
subject under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "VIOLATION") by the Company: (i) any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities law in
connection with the offering covered by such registration statement; and the
Company will pay as incurred to the Holder, partner, officer, director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; PROVIDED HOWEVER, that the indemnity
agreement contained in this Section 6 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld, nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by the Holder, partner, officer, director, underwriter or
controlling person of the Holder.


<PAGE>

      (B) To the extent permitted by law, the Holder will, if Registrable
Securities held by the Holder are included in the securities as to which such
registration qualifications or compliance is being effected, indemnify and hold
harmless the Company, each of its directors, its officers and each person, if
any, who controls the Company within the meaning of the Securities Act, any
underwriter and any other holder selling securities under such registration
statement or any of such other holder's partners, directors or officers or any
person who controls such holder, against any losses, claims, damages or
liabilities (joint or several) to which the Company or any such director,
officer, controlling person, underwriter or other such holder, or partner,
director, officer or controlling person of such other holder may become subject
under the Securities Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by the Holder under an
instrument duly executed by the Holder and stated to be specifically for use in
connection with such registration; and the Holder will pay as incurred any legal
or other expenses reasonably incurred by the Company or any such director,
officer, controlling person, underwriter or other holder, or partner, officer,
director or controlling person of such other holder in connection with
investigating or defending any such loss, claim, damage, liability or action if
it is judicially determined that there was such a Violation; PROVIDED, HOWEVER,
that the indemnity agreement contained in this Section 6(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld; PROVIDED FURTHER, that in no event shall any
indemnity under this Section 6 exceed the gross proceeds from the offering
received by the Holder.

      (C) Promptly after receipt by an indemnified party under this Section 6 of
notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof; PROVIDED, HOWEVER, that an indemnified party shall have the
right to retain its own counsel, with the reasonable fees and expenses to be
paid by the indemnifying party, if representation of such indemnified party by
the counsel retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 6, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 6.

      (D) If the indemnification provided for in this Section 6 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any losses, claims, damages or liabilities referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall to the extent permitted by applicable law contribute to the amount paid or
payable by such indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the Violation(s) that resulted in such loss, claim, damage or
liability, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by a court of law by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
PROVIDED, that in no event shall any contribution by the Holder hereunder exceed
the net proceeds from the offering received by the Holder.

      (E) The obligations of the Company and the Holder under this Section 6
shall survive completion of any offering of Registrable Securities in a
registration statement and the termination of this agreement. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all




<PAGE>

liability in respect to such claim or litigation.


7. ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company to
register Registrable Securities pursuant to this Agreement may be assigned by
the Holder to a transferee or assignee of Registrable Securities; PROVIDED,
HOWEVER, (i) the transferor shall, within ten (10) days after such transfer,
furnish to the Company written notice of the name and address of such transferee
or assignee and the securities with respect to which such registration rights
are being assigned and (ii) such transferee shall agree to be subject to all
restrictions set forth in this Annex 1.

8. NEED TO USE UPDATED PROSPECTUS. Upon receipt of a written notice from the
Company of the happening of an event during the period the any registration
statement is effective as a result of which the registration statement or a
related prospectus contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein (in the case of the prospectus, in light of the circumstances
under which they were made) not misleading, the Holder will immediately
discontinue disposition of Registrable Securities pursuant to the registration
statement until the Holder receives copies of the supplemental or amended
prospectus and receives notice that any post-effective amendment has become
effective, and, if so directed by the Company, the Holder will deliver to the
Company all copies in its possession of the prospectus covering the Registrable
Securities current at the time of receipt of such notice. In the event that the
Holder uses a prospectus in connection with the offer and sale of Registrable
Securities covered by such prospectus, the Holder will use only the latest
version of such prospectus provided to it by the Company.

9.    NOTIFICATION OF SALES.  Upon the sale or disposition of any of its
Registrable Securities pursuant to any registration statement, the Holder
will promptly notify the Company in writing of the number of Registrable
Securities then being sold or disposed of.

DISTRIBUTION. The Holder shall comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by any registration
statement during the applicable period in accordance with the intended method or
methods of distribution stated in the then-current version of the prospectus.
The Holder shall not engage or otherwise use an underwriter, whether on a firm
commitment basis, best efforts basis or otherwise, in connection with the offer
or sale of the Registrable Securities.