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Exhibit 4.4
                         REGISTRATION RIGHTS AGREEMENT

         Registration Rights Agreement ("Agreement"), dated as of July 3, 2001,
by and among Imperial Credit Industries, Inc., a California corporation (the
"Company"), and each of the undersigned Investors (hereinafter referred to
individually as an "Investor" and collectively as the "Investors").

                                  WITNESSETH:

         WHEREAS, the Company and each of the Investors have entered into a
Master Recapitalization Agreement, dated as of March 29, 2001 (the
"Recapitalization Agreement"), providing for (i) the purchase by certain of the
Investors of the Company's Senior Secured Notes due 2002 (the "Senior Secured
Notes") that are subsequently to be exchanged for Senior Secured Notes due 2005
(the "Exchange Notes"), with an election to exchange such Exchange Notes for 12%
Convertible Subordinated Notes due 2005 (the "Convertible Subordinated Debt"),
and (ii) the purchase by certain other Investors of additional amounts of
Convertible Subordinated Debt;

         WHEREAS, the Recapitalization Agreement also provides for the issuance
of Common Stock and warrants (the "Debt Exchange Warrants") to purchase Common
Stock of the Company in connection with the exchange of Exchange Notes for
outstanding indebtedness of the Company and the exchange of Senior Secured Notes
for Exchange Notes as aforesaid; and

         WHEREAS, the Company desires to provide the Investors with certain
registration rights with respect to the shares of Common Stock, the Debt
Exchange Warrants and the Convertible Subordinated Debt issuable pursuant to the
Recapitalization Agreement, including shares of Common Stock issuable upon
exercise of the Debt Exchange Warrants and pursuant to conversion of the
Convertible Subordinated Debt;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the Company and the Investors agree as follows:

         Section 1.     Definitions.

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

                 (a)    "Affiliate" shall mean, with respect to any Person, any
         Person that, directly or indirectly, controls, is controlled by or is
         under common control with such Person.

                 (b)    "Business Day" shall mean any day except a Saturday,
         Sunday or other day on which commercial banks in the State of
         California are authorized by law to close.

                 (c)    "Common Stock" shall mean the common stock, no par
         value, of the Company.
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     (d)  "Common Stock Holders" shall mean certain Investors issued Common
Stock as described in and pursuant to the Recapitalization Agreement, as the
same may be amended, supplemented or otherwise modified from time to time.

     (e)  "Convertible Subordinated Debt" shall mean the12% Convertible
Subordinated Notes due 2005 as defined in and issued by the Company pursuant to
the Recapitalization Agreement, as the same may be amended, supplemented or
otherwise modified from time to time.

     (f)  "Debt Exchange Warrants" shall mean the Debt Warrants as defined in
and issued by the Company pursuant to the Recapitalization Agreement, as the
same may be amended, supplemented or otherwise modified from time to time,
including the Debt Exchange Warrants for 871,681 shares of Common Stock issued
to the holders of the Senior Secured Notes upon the exchange of the Senior
Secured Notes for Exchange Notes.

     (g)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     (h)  "Exchange Notes" shall mean the Senior Secured Notes due 2005 as
defined in and issued by the Company pursuant to the Recapitalization Agreement,
as the same may be amended, supplemented or otherwise modified from time to time
including the $5 million in additional aggregate principal amount of Exchange
Notes issuable pursuant to Section 2.4(c) of the Recapitalization Agreement.

     (i)  "Holder" shall mean any holder of outstanding Registrable Securities
or anyone who holds outstanding Registrable Securities to whom the registration
rights conferred by this Agreement have been transferred in compliance with this
Agreement.

     (j)  "Person" shall mean an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

     (k)  "Recapitalization Agreement" shall mean the Master Recapitalization
Agreement, dated as of March 29, 2001, among the Company and the Investors, as
the same may be amended, supplemented or otherwise modified from time to time.

     (l)  "Register," "registered," and "registration" refer to a registration
effected by preparing and filing one or more Registration Statements in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such Registration Statement(s) by the SEC.

     (m)  "Registrable Securities" shall mean (i) the Exchange Notes, (ii) the
Convertible Subordinated Debt, (iii) the Common Stock issued to the Common Stock
Holders, (iv) the 249,052 shares of Common Stock issued to the holders of the
Senior Secured Notes upon exchange of the Senior Secured Notes for Exchange
Notes, (v) the Common Stock issued to exchanging holders of outstanding
indebtedness of the Company in the Debt Exchange provided for in the
Recapitalization Agreement, (vi) the

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Common Stock issued or issuable pursuant to conversion of the Convertible
Subordinated Debt, (vii) the Debt Exchange Warrants issued to exchanging holders
of outstanding indebtedness of the Company in the Debt Exchange provided for in
the Recapitalization Agreement, (viii) the Debt Exchange Warrants issued to the
holders of the Senior Secured Notes upon exchange of the Senior Secured Notes
for Exchange Notes, (ix) the Common Stock issued or issuable upon exercise of
the Debt Exchange Warrants, including the Debt Exchange Warrants for 871,681
shares of Common Stock issued to the holders of the Senior Secured Notes upon
the exchange of the Senior Secured Notes for Exchange Notes, and (x) any shares
of the capital stock (or rights to receive capital stock) of the Company issued
in respect of the securities described in clauses (iii) through (vi) and (ix) of
this definition by reason of or in connection with any stock dividend, stock
distribution, stock split, purchase in any rights offering or in connection with
any combination of shares, recapitalization, merger or consolidation, or any
other equity securities issued pursuant to any other pro rata distribution with
respect to any of the securities included in clauses (iii) through (vi) and (ix)
of this definition (it being understood that, for purposes of this Agreement,
each of clauses (i) through (ix) constitutes a separate "category" of
Registrable Securities even though the same underlying security may be involved
in more than one such clause). Notwithstanding the foregoing, Registrable
Securities shall not include otherwise Registrable Securities (i) sold to or
through a broker or dealer or underwriter or (ii) sold in a transaction exempt
from the registration and prospectus delivery requirements of the Securities Act
under Section 4(l) thereof, if in any such case all transfer restrictions, and
restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale.

     (n)  "Registration Statement" shall mean any registration statement filed
with the SEC pursuant to Sections 3 or 4 of this Agreement.

     (o)  "Required Registration" shall have the meaning set forth in Section
3(a) of this Agreement.

     (p)  "SEC" shall mean the Securities and Exchange Commission, or any other
federal agency at the time administering the Securities Act.

     (q)  "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the SEC thereunder.

     (r)  "Senior Secured Notes" shall mean the Senior Secured Notes due 2002
issued by the Company pursuant to the Recapitalization Agreement, as the same
may be amended, supplemented or otherwise modified from time to time.

     (s)  "Shelf Registration Statement" shall have the meaning set forth in
Section 3(a).

     (t)  "Underwritten Offering" shall mean a bona fide underwritten public
offering pursuant to a Registration Statement.

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     Section 2. Restrictions on Transferability.

     The Registrable Securities shall not be sold, transferred or otherwise
disposed of, except in accordance with and subject to (i) the provisions of the
Securities Act and the rules and regulations promulgated thereunder and (ii) the
applicable requirements of Section 3.2 of the Recapitalization Agreement.

     Section 3. Required Registration.

     (a) Within 120 days after the issuance of a category of Registrable
Securities, the Company will register (the "Required Registration") all of the
Registrable Securities in such category of Registrable Securities then
outstanding pursuant to Rule 415 under the Securities Act and applicable state
securities laws if and to the extent that such registration is necessary to
enable the Holders to sell their Registrable Securities (a "Shelf Registration
Statement") it being contemplated that such registration will not be required
for the securities issued in the Debt Exchange provided for in the
Recapitalization Agreement. Each Shelf Registration Statement shall state that,
in accordance with Rule 416 promulgated under the Securities Act, such
Registration Statement also covers, as applicable, such indeterminate number of
additional shares of Common Stock as may become issuable upon conversion of the
Convertible Subordinated Debt and exercise of the Debt Exchange Warrants to
prevent dilution resulting from stock splits, stock dividends or similar
transactions. The Company shall use its best efforts to have the Registration
Statement declared effective by the SEC within 105 days after the date of
issuance of the Registrable Securities to which it relates. The Company agrees
to use its best efforts to keep the Shelf Registration Statement current and
continuously effective under the Securities Act and applicable state securities
laws until the earliest to occur of (i) such time as all of the Registrable
Securities have been sold, (ii) all of the Registrable Securities may be sold by
the respective Holders thereof in single transactions for each such Holder (so
that registration of such Holders' Registrable Securities is no longer required
for the sale thereof), or (iii) the fifth anniversary of (i.e., the expiration
of 60 months following) the completion of the Debt Exchange provided for in the
Recapitalization Agreement. The terms and procedures for the Required
Registration shall be as set forth in Sections 6, 7 and 8.

     (b) Unless the Holders shall consent in writing, no other party, including
the Company (but excluding another Holder), shall be permitted to offer
securities under the Shelf Registration Statement.

     (c) The Company may delay filing the Shelf Registration Statement for not
more than 120 days if (i) the Company has filed, or has taken substantial steps
toward filing, a registration statement relating to the sale of the same
category of the Company's securities (the "Company Securities") in an
Underwritten Offering and the managing underwriter is of the opinion that the
sale of such Registrable Securities pursuant to the Shelf Registration Statement
would adversely affect the offering by the Company of Company Securities, or
(ii) the Board of Directors of the Company determines in good faith, by
resolution, that the filing of a registration statement (including the effects
of the disclosures that would then be required to be included therein) would, if
not so deferred, materially and adversely affect a then proposed or pending
financial project, acquisition, merger or corporate reorganization.

                                      -4-
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     (d)  No sales of Registrable Securities may be made by a Holder pursuant to
the Shelf Registration Statement unless and until the Company has received a
written notice that such Holder intends to make offers or sales of Registrable
Securities pursuant to the Shelf Registration Statement. Each such notice shall
specify the amount of Registrable Securities proposed to be sold by the Holder
and shall also specify the intended method of disposition thereof. Upon receipt
of a notice from a Holder under this Section 3(d), the Company shall promptly
confirm to the Holder providing such notice that the Shelf Registration
Statement is current and effective or prepare, file with the SEC and provide to
such Holder any such amendment or supplement to the Shelf Registration Statement
or the prospectus contained therein as shall be necessary to make the Shelf
Registration Statement current under the Securities Act and applicable states
securities laws and the Holder providing such notice shall not make any offer or
sale of the Registrable Securities pursuant to the Shelf Registration Statement
until any such required filing has been made; provided, however, that the
Company shall make such filing within 10 Business Days after receipt of
appropriate notice, or such longer period as is reasonably necessary if such
preparation and filing are not commercially practicable within 10 Business Days.
Notwithstanding the foregoing, the Company shall have the right to postpone a
Holder's proposed sale pursuant to the Shelf Registration Statement for a
reasonable period of time (not exceeding 60 days) if the Company furnishes the
Holder with a certificate signed by the Chairman of the Board of the Company
stating that, in its good faith judgment, the Company's Board of Directors has
determined that allowing sales of such category of Registrable Securities at
such time would adversely affect a material financing, acquisition, disposition
of assets or stock, merger or other comparable transaction or would require the
Company to make public disclosure of information the public disclosure of which
would have a material adverse effect upon the Company.

     (e)  If any Holder proposes to offer and sell Registrable Securities
pursuant to the Shelf Registration Statement through an Underwritten Offering,
the Company shall select and retain the underwriter or underwriters for the
offering, which underwriter or underwriters must be reasonably satisfactory to
the Holders, and shall provide notice to each other Holder in accordance with
the procedure set forth in Section 4(a) on the same basis as if the Company were
filing a registration statement as contemplated by Section 4.

     (f)  In connection with any offering pursuant to this Section 3, the
Holders shall have the right to select legal counsel and an investment banker or
bankers and manager or managers to administer their offering, which investment
banker or bankers or manager or managers shall be reasonably satisfactory to the
Company. The Company shall reasonably cooperate with any such counsel and
investment bankers.

     (g)  In the event that Form S-3 is not available for sale by the Holders of
the Registrable Securities, then the Company (i) shall register the sale of the
Registrable Securities on another appropriate form and (ii) the Company shall
undertake to register the Registrable Securities on Form S-3 as soon as such
form is available, provided that the Company shall maintain the effectiveness of
the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared
effective by the SEC.

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     Section 4.  Piggyback Registration Rights.

     (a)  If at any time or from time to time, the Company shall determine to
register any of its securities, for its own account or the account of any of its
stockholders, other than a registration on Form S-4 or Form S-8 or any successor
or similar forms thereto, the Company will: (i) give to each Holder written
notice thereof as soon as practicable prior to filing the Registration
Statement; and (ii) include in such registration and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within fifteen days after receipt of such written notice from
the Company, by any Holder or Holders, except as set forth in paragraph (b)
below, provided that if, at any time after giving such notice the Company shall
determine for any reason or for no reason not to register or to delay
registration of the securities of the Company which were to be included in the
Registration Statement, the Company may, at its election, give written notice of
such determination to each Holder desiring to include Registrable Securities in
such Registration Statement, and, thereupon, (i) in the case of determination
not to register, shall be relieved of its obligation to register any of such
Holders' Registrable Securities in connection with such registration (but not
from its obligations to pay expenses incurred in connection therewith, limited
as set forth in Section 6), and (ii) in the case of a delay in registering,
shall be permitted to delay registering all Holders' Registrable Securities for
the same period as the delay in registering such other securities. The Company
will pay the expenses in connection with each registration pursuant to this
Section 5, to the extent provided in Section 6.

     (b)  If the Company is registering securities for the purpose of an
Underwritten Offering, and if the managing underwriter of the offering advises
the Company and each Holder desiring to include Registrable Securities in such
Registration Statement in writing that, in its opinion, the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering without materially and adversely affecting the success of
such offering, the Company will include in such registration to the extent of
the number which the Company is so advised can be sold in such offering
securities determined as follows:

          (i)    First, the securities proposed by the Company to be sold for
          its own account; and

          (ii)   Second, allocated among the Holders desiring to include
          Registrable Securities in such Registration Statement pro rata based
          on the number of Registrable Securities to be included in such
          registration by such Holders; provided, that if the Underwritten
          Offering is one initiated by one or more Holders of Registrable
          Securities pursuant to Section 3(e), then the allocation of
          Registrable Securities provided for in this Section 4(b)(ii) shall
          first be to the Holders initiating such Underwritten Offering and the
          amount of any remaining Registrable Securities shall then be allocated
          among all of the other Holders desiring to include Registrable
          Securities in such Underwritten Offering.

     Section 5.  Underwritten Offerings.

     (a)  The Company agrees that if at any time it proposes to register any of
its securities under the Securities Act as contemplated by Section 4 and such
securities are to be distributed by

                                      -6-
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or through one or more underwriters, the Company will, subject to the provisions
of Section 4(b), if requested by any Holder desiring to include Registrable
Securities in such Registration Statement, arrange for such underwriters to
include the shares to be offered and sold by such Holder among the securities to
be distributed by such underwriters, and each such Holder agrees that all
securities shall be distributed and sold through such underwriters. The
selection of the underwriter or underwriters shall be made by the Company, in
its sole discretion. The Holders of Registrable Securities to be distributed by
such underwriters shall be parties to the underwriting agreement between the
Company and such underwriters and may, at their option, require that any or all
of the representations and warranties by, and the other agreements on the part
of, the Company to and for the benefit of such underwriters also shall be made
to and for the benefit of such Holders and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement be conditions precedent to the obligations of such Holders.

     (b)  No Holder may participate in any underwritten registration under
Section 4 unless such Holder (i) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangement approved by the
Company and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, securities escrow agreements, underwriting agreements and other
documents required under the terms of such underwriting, and furnishes to the
Company such information as the Company may reasonably request in writing for
inclusion in the Registration Statement (and the prospectus included therein);
provided, however, that no Holder shall be required to make any representations
or warranties to or agreements with the Company or the underwriters other than
representations, warranties or agreements regarding such Holder and such
Holder's intended method of distribution and any other representation required
by law.

     (c)  (i) Each Holder, whether or not such Holder participates in an
underwritten registration, agrees, if so required by the managing underwriter,
not to effect any public sale or distribution of such Holder's Registrable
Securities or sales of such shares pursuant to Rule 144, during the seven days
prior to and the ninety (90) days after any firm commitment underwritten
registration pursuant to Section 4 has become effective or, if the managing
underwriter advises the Company in writing that, in its opinion, no such public
sale or distribution should be effected for a specified period longer than
ninety (90) days after such underwritten registration in order to complete the
sale and distribution of securities included in such registration and the
Company gives notice to such Holder of such advice, during a reasonably longer
period after such underwritten registration but in no event longer than one
hundred eighty (180) days, except as part of such underwritten registration.

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          (ii) The Company agrees, if so required by the managing underwriter,
(x) not to effect any public sale or distribution of its equity securities or
securities convertible into or exchangeable or exercisable for any of such
securities during the seven days prior to and the ninety (90) days after any
firm commitment underwritten registration pursuant to Section 4 has become
effective, except as part of such underwritten registration and except pursuant
to registrations on Form S-4 and Form S-8 or any successor or similar forms
thereto, and (y) to use its best efforts to cause each holder of its equity
securities or any securities convertible into or exchangeable or exercisable for
any of such securities, in each case purchased from the Company at any time
after the date hereof (other than in a public offering), to agree not to effect
any such public sale or distribution of such securities during such period or,
in either case, if the managing underwriter advises the Company in writing that
in its opinion no such public sale or distribution should be effected for a
specified period longer than ninety (90) days after such underwritten
registration in order to complete the sale and distribution of securities
included in such registration, during a reasonably longer period after such
underwritten registration but in no event longer than one hundred eighty (180)
days, except as part of such underwritten registration.

     Section 6.  Registration Expenses.

     The Company will pay all reasonable registration expenses in connection
with any registration pursuant to Section 3 or 4 of this Agreement, including
without limitation all registration and filing fees, fees with respect to
filings required to be made with the National Association of Securities Dealers,
fees and expenses of compliance by the Company with securities or blue sky laws,
printing expenses, and fees and expenses of counsel for the Company and of one
special counsel for all of the Holders of each of (A) the Exchange Notes, (B)
the Common Stock and Debt Exchange Warrants and (C) the Convertible Subordinated
Debt whose securities are proposed to be registered and of all independent
public accountants of the Company (including the expenses of any "comfort"
letters or update thereof required by or incident to the foregoing) in
connection with the Required Registration or the exercise of rights pursuant to
Section 4, it being agreed that the following expenses shall not be borne by the
Company: underwriting discounts and commissions, underwriting expenses and
transfer taxes, if any (other than discounts, commissions, expenses and transfer
taxes relating to securities offered and sold by the Company) and the cost of
liability insurance (except to the extent carried by the Company on its own
behalf).

     The cost of any special audit required by the Securities Act or the rules
and regulations of the SEC thereunder as a result of the Company's obligation to
maintain a Registration Statement current for more than 90 days pursuant to
Section 8 shall be borne by the Company. In addition, the Company shall pay all
of the Investors' reasonable costs (including legal fees) incurred in connection
with the successful enforcement of the Investor's rights hereunder.

     Section 7.  Registration Procedures and Related Obligations.

     Whenever the Company seeks to effect the registration of any shares of
Registrable Securities under the Securities Act as provided in Sections 3 and 4,
the Company agrees it shall as expeditiously as possible, subject to the terms
and conditions of such sections (including without limitation the Company's
right to terminate or delay a registration pursuant to Sections 3 and 4):

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     (a)  prepare and file with the SEC the requisite Registration Statement to
effect such registration, use its best efforts to cause such Registration
Statement to become effective and promptly notify each Holder of securities
covered by such Registration Statement and any managing underwriter of the
effectiveness thereof;

     (b)  prepare and file with the SEC such amendments and supplements to such
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective, notify each Holder of
securities covered by such Registration Statement and any managing underwriter
as promptly as practicable of any request by the SEC for amendments or
supplements to such Registration Statement or related prospectus or for
additional information and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement until in the case of any Registration Statement other than the Shelf
Registration Statement, the earlier of such time as all of such securities have
been disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such Registration Statement, 90 days
subsequent to the effective date of such registration; provided that if less
than all the securities covered by the Registration Statement are withdrawn from
registration after the expiration of such period, the securities so withdrawn
shall be allocated pro rata among the Holders thereof on the basis of the
respective numbers of Registrable Securities held by them included in such
registration;

     (c)  furnish to each seller of shares covered by such Registration
Statement such number of conformed copies of such Registration Statement and of
each such amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus contained in such
Registration Statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 under the Securities
Act, in conformity with the requirements of the Securities Act, and such other
documents as such seller or such Holder may reasonably request;

     (d)  use its best efforts to register or qualify all shares covered by such
Registration Statement under such other securities or blue sky laws of such
jurisdictions as each seller thereof shall reasonably request, to keep such
registration or qualification in effect for so long as such Registration
Statement remains in effect, and take any other action which may be reasonably
necessary or advisable to enable such seller to consummate the disposition in
such jurisdictions of the securities owned by such seller, except that the
Company shall not for any such purpose be required to (i) qualify generally to
do business as a foreign corporation in any jurisdiction wherein it would not
but for the requirements of this section (d) be obligated to be so qualified,
(ii) subject itself to taxation in any such jurisdiction or (iii) consent to
general service of process in any such jurisdiction;

     (e)  use its best efforts to cause all shares covered by such Registration
Statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the seller or sellers thereof to
consummate the disposition of such shares;

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     (f)  enter into customary agreements (including, in the case of an
Underwritten Offering, an underwriting agreement in customary form) and take all
other action in connection therewith in order to expedite or facilitate the
distribution of the Registrable Securities included in such Registration
Statement, and, in the case of an Underwritten Offering, make representations
and warranties to the Holders of Registrable Securities covered by such
Registration Statement and to the underwriters in such form and scope as are
customarily made by issuers to underwriters in primary underwritten offerings
and confirm the same to the extent customary if and when requested;

     (g)  the Company shall make available for inspection, by (i) any Holder,
(ii) any underwriter participating in any disposition pursuant to a Registration
Statement, (iii) one firm of attorneys and one firm of accountants or other
agents retained by the Holders, and (iv) one firm of attorneys retained by all
such underwriters (collectively, the "Inspectors"), all pertinent financial and
other records, and pertinent corporate documents and properties of the Company
(collectively, the "Records"), as shall be reasonably deemed necessary by each
Inspector to exercise its due diligence responsibility, and cause the Company's
officers, directors and employees to supply all information which any Inspector
may reasonably request for purposes of such due diligence; provided, however,
that each Inspector shall hold in strict confidence and shall not make any
disclosure (except to an Holder) or use of any Record or other information which
the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless (a) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required under the Securities Act, (b)
the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or
(c) the information in such Records has been made generally available to the
public other than by disclosure in violation of this or any other agreement.
Each Holder agrees that it shall, upon learning that disclosure of such Records
is sought in or by a court or governmental body of competent jurisdiction or
through other means, give prompt notice to the Company and allow the Company, at
its expense, to undertake appropriate action to prevent disclosure of, or to
obtain a protective order for, the Records deemed confidential. Nothing herein
(or in any other confidentiality agreement between the Company and any Holder)
shall be deemed to limit the Holders' ability to sell Registrable Securities in
a manner which is otherwise consistent with applicable laws and regulations;

     (h)  use its best efforts to furnish to each Holder of Registrable
Securities covered by such Registration Statement a signed counterpart,
addressed to such Holder (and, in the case of an Underwritten Offering by the
Company, the underwriters), of

          (i)  an opinion of counsel for the Company, dated the effective date
     of such Registration Statement (and, in case of an Underwritten Offering by
     the Company, dated the date of each closing under the underwriting
     agreement), reasonably satisfactory in form and substance to such Holder,
     and

                                      -10-
<PAGE>

          (ii)  a "comfort" letter, dated the effective date of such
     Registration Statement (and, in the case of an Underwritten Offering, dated
     the date of each closing under the underwriting agreement), signed by the
     independent public accountants who have certified the Company's financial
     statements included in such Registration Statement, covering substantially
     the same matters with respect to such Registration Statement (and the
     prospectus included therein) and, in the case of the accountants' letter,
     with respect to events subsequent to the date of such financial Statements,
     as are customarily covered in accountants' letters delivered to
     underwriters in underwritten public offerings of securities and such other
     financial matters as such Holder (or the underwriters) may reasonably
     request;

     (i)  as promptly as practicable after becoming aware of such event, the
Company shall notify each Holder in writing of the happening of any event as a
result of which the prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and promptly prepare a supplement or amendment to the Registration
Statement to correct such untrue statement or omission, and deliver ten copies
of such supplement or amendment to each Holder (or such other number of copies
as such Holder may reasonably request). The Company shall also promptly notify
each Holder in writing (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when a Registration Statement or
any post-effective amendment has become effective, (ii) of any request by the
SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, and (iii) of the Company's reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate;

     (j)  the Company shall use its best efforts to prevent the issuance of any
stop order or other suspension of effectiveness of a Registration Statement, or
the suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction and, if such an order or suspension is issued, to
obtain the withdrawal of such order or suspension at the earliest possible
moment and to notify each Holder who holds Registrable Securities being sold
(and, in the event of an underwritten offering, the managing underwriters) of
the issuance of such order and the resolution thereof or its receipt of actual
notice of the initiation or threat of any proceeding for such purpose;

     (k)  (i) otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC, (ii) make available to its security holders, as soon
as reasonably practicable, an earnings statement covering the period of at least
twelve months, but not more than eighteen months, beginning with the first full
calendar month after the effective date of such Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act, and (iii) not file any Registration Statement or prospectus or
amendment or supplement to such Registration Statement or prospectus to which
any such selling Holder shall have reasonably objected on the grounds that such
amendment or supplement does not comply in all material respects

                                      -11-
<PAGE>

         with the requirements of the Securities Act, having been furnished with
         a copy thereof at least two Business Days prior to the filing thereof;

               (l)  provide a transfer agent and registrar for all shares
         covered by such Registration Statement not later than the effective
         date of such Registration Statement;

               (m)  use its best efforts to list all shares of Common Stock
         covered by such Registration Statement on any securities exchange or
         national market system on which the Common Stock is then listed;

               (n)  the Company may require each Holder of Registrable
         Securities as to which any registration is being effected to furnish
         the Company with such information and undertakings regarding such
         Holder and the distribution of such securities as the Company may from
         time to time reasonably request in writing. Any Holder who does not
         provide the information reasonably requested by the Company for such
         purpose as promptly as practicable after receipt of such request, but
         in no event later than 10 days thereafter, shall not be entitled to
         have its Registrable Securities included in such registration;

               (o)  each Holder of Registrable Securities covered by any
         Registration Statement agrees (i) that upon receipt of any notice from
         the Company of the happening of any event of the kind described in
         paragraph (i) of this Section 7, such Holder will forthwith discontinue
         such Holder's disposition of Registrable Securities pursuant to the
         Registration Statement relating to such Registrable Securities until
         such Holder's receipt of the copies of the supplemented or amended
         prospectus contemplated by paragraph (i) of this Section 7 and, if so
         directed by the Company, will deliver to the Company (at the Company's
         expense) all copies, other than permanent file copies (which shall be
         conspicuously marked as such), then in such Holder's possession of the
         prospectus relating to such Registrable Securities current at the time
         of receipt of such notice and (ii) that it will immediately notify the
         Company, at any time when a prospectus relating to the registration of
         such shares is required to be delivered under the Securities Act, of
         the happening of any event as a result of which information previously
         furnished by such Holder to the Company in writing for inclusion in
         such prospectus contains an 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 not misleading in the light of
         the circumstances under which they were made. In the event the Company
         or any such Holder shall give any such notice, the period referred to
         in paragraph (b) of this Section 7 shall be extended by a number of
         days equal to the number of days during the period from and including
         the giving of notice pursuant to paragraph (i) of this Section 7 to and
         including the date when each seller of any securities covered by such
         Registration Statement shall have received the copies of the
         supplemented or amended prospectus contemplated by paragraph (i) of
         this Section 7;

               (p)  the Company shall furnish to each Holder whose Registrable
         Securities are included in the Registration Statement(s) and such
         Holder's legal counsel without charge (i) promptly after the same is
         prepared and filed with the SEC at least one copy of the Registration
         Statement and any amendment thereto, including financial statements and

                                      -12-
<PAGE>

         schedules, all documents incorporated therein by reference and all
         exhibits, the prospectus(es) included in such Registration Statement(s)
         (including each preliminary prospectus) and, with regard to the
         Registration Statement, any correspondence by or on behalf of the
         Company to the SEC or the staff of the SEC and any correspondence from
         the SEC or the staff of the SEC to the Company;

               (q)  the Company shall use its best efforts to (i) register and
         qualify the Registrable Securities covered by the Registration
         Statement(s) under such securities or "blue sky" laws of such
         jurisdictions in the United States as any Holder reasonably requests,
         (ii) prepare and file in those jurisdictions, such amendments
         (including post-effective amendments) and supplements to such
         registrations and qualifications as may be necessary to maintain the
         effectiveness thereof during the Registration Period, (iii) take such
         other actions as may be necessary to maintain such registrations and
         qualifications in effect at all times during the Registration Period,
         and (iv) take all other actions reasonably necessary or advisable to
         qualify the Registrable Securities for sale in such jurisdictions;
         provided, however, that the Company shall not be required in connection
         therewith or as a condition thereto to (x) qualify to do business in
         any jurisdiction where it would not otherwise be required to qualify
         but for this Section 3(d), (y) subject itself to general taxation in
         any such jurisdiction, or (z) file a general consent to service of
         process in any such jurisdiction. The Company shall promptly notify
         each Holder who holds Registrable Securities of the receipt by the
         Company of any notification with respect to the suspension of the
         registration or qualification of any of the Registrable Securities for
         sale under the securities or "blue sky" laws of any jurisdiction in the
         United States or its receipt of actual notice of the initiation or
         threatening of any proceeding for such purpose;

               (r)  the Company shall permit each Holder and a single firm of
         counsel designated as selling stockholders' counsel by the Holders who
         hold a majority of the category of Registrable Securities being sold,
         to review and comment upon the Registration Statement(s) and all
         amendments and supplements thereto at least four business days prior to
         their filing with the SEC, and not file any document in a form to which
         such counsel reasonably objects. The Company shall not submit a request
         for acceleration of the effectiveness of a Registration Statement(s) or
         any amendment or supplement thereto without the prior approval of such
         counsel, which consent shall not be unreasonably withheld;

               (s)  the Company shall hold in confidence and not make any
         disclosure of information concerning a Holder provided to the Company
         unless (i) disclosure of such information is necessary to comply with
         federal or state securities laws, (ii) the disclosure of such
         information is necessary to avoid or correct a misstatement or omission
         in any Registration Statement, (iii) the release of such information is
         ordered pursuant to a subpoena or other final, non-appealable order
         from a court or governmental body of competent jurisdiction, or (iv)
         such information has been made generally available to the public other
         than by disclosure in violation of this or any other agreement. The
         Company agrees that it shall, upon learning that disclosure of such
         information concerning a Holder is sought in or by a court or
         governmental body of competent jurisdiction or through other means,
         give prompt written notice to such Holder and allow such Holder, at the

                                      -13-
<PAGE>

         Holder's expense, to undertake appropriate action to prevent disclosure
         of, or to obtain a protective order for, such information;

               (t)  the Company shall take all other reasonable actions
         necessary to expedite and facilitate disposition by the Holders of
         Registrable Securities pursuant to a Registration Statement; and

               (u)  if requested by the managing underwriters or a Holder, the
         Company shall immediately incorporate in a prospectus supplement or
         post-effective amendment such information as the managing underwriters
         and the Holders agree should be included therein relating to the sale
         and distribution of Registrable Securities, including, without
         limitation, information with respect to the number of Registrable
         Securities being sold to such underwriters, the purchase price being
         paid therefore by such underwriters and with respect to any other terms
         of the underwritten (or best efforts underwritten) offering of the
         Registrable Securities to be sold in such offering; make all required
         filings of such prospectus supplement or post-effective amendment as
         soon as notified of the matters to be incorporated in such prospectus
         supplement or post-effective amendment; and supplement or make
         amendments to any Registration Statement if requested by a shareholder
         or any underwriter of such Registrable Securities.

         Section 8. Indemnification.

         (a)   In the event of any registration of any Holder's Registrable
Securities under the Securities Act pursuant to this Agreement, the Company
shall indemnify and hold harmless each such Holder (a "Selling Holder"), its
directors, each underwriter and each controlling Person of any Selling Holder,
if any, against any losses, claims, damages or liabilities, joint or several (or
actions in respect thereof), including attorneys' fees and costs, to which such
Holder, underwriter or controlling Person may be subject under the Securities
Act, under any other statute or at common law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement (or alleged untrue statement) of any material fact
contained in any Registration Statement under which such securities were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, any summary prospectus issued in connection with
any securities being registered, any other document used to sell the securities
(including an illegal prospectus) (collectively, the "Selling Documents"), or
any amendment or supplement thereto (an "Amended Selling Document"), or (ii) any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein (in light of the
circumstances in which they were made with respect to any prospectus) not
misleading, and shall reimburse each such Selling Holder, its directors,
underwriter or controlling Person for any legal or other expenses reasonably
incurred by such Selling Holder, its directors, underwriter or controlling
Person in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company shall not be
liable to any Selling Holder, its directors, underwriter or controlling Person
in any such event to the extent that any loss, claim, damage or liability arises
out of or is based upon any untrue statement or omission made in such
Registration Statement, Selling Document, Amended Selling Document, or any other
document, in reliance upon and in strict conformity with written information
furnished to the Company by such Selling Holder, its directors, underwriter or
controlling Person, respectively, specifically for use therein; and

                                      -14-
<PAGE>

provided, further, that the Company shall not be liable under this paragraph (a)
with respect to any misstatement or omission or alleged misstatement or omission
in any Selling Document to the extent that any such loss, claim, damage or
liability results from the fact that the Selling Holder, underwriter or
controlling Person sold securities to a Person to whom there was not sent or
given, at or prior to the written confirmation of such sale, a copy of any
Amended Selling Document if the Company had previously furnished copies thereof
to such Selling Holder, underwriter or controlling Person and if the
misstatement or omission or alleged misstatement or omission was corrected in
the Amended Selling Document. The indemnity provided for herein shall remain in
full force and effect regardless of any investigation made by or on behalf of
such Selling Holder, its directors, underwriter or controlling Person.

         (b)   In the event of any registration of any of the Company's
securities or any Registrable Securities under the Securities Act, each Selling
Holder shall furnish to the Company in writing such information and affidavits
as the Company reasonably requests for use in connection with such Registration
Statement and agrees, severally and not jointly, to indemnify and hold harmless
the Company, its directors, each underwriter and each controlling Person of the
Company, if any, against any losses, claims, damages or liabilities, joint or
several (or actions in respect thereof), to which the Company, its directors,
such Selling Holder, underwriter or controlling Person may be subject under the
Securities Act or under any other statute or at common law, insofar as such
losses, claims, damages or liabilities, joint or several (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement (or alleged
untrue statement) of any material fact contained in any Registration Statement
under which such securities were registered under the Securities Act, any
Selling Document or any Amended Selling Document, or (ii) any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein (in light of the circumstances in
which they were made with respect to any prospectus) not misleading, and shall
reimburse the Company, its directors, such underwriter and controlling Person
for any legal or other expenses reasonably incurred by such Persons in
connection with investigating or defending any such loss, claim, damage,
liability or action; in each case, to the extent, and only to the extent, that
each untrue statement or omission (or alleged untrue statement or omission) is
made in reliance upon and in strict conformity with written information
furnished to the Company by such Selling Holder.

         (c)   If the indemnification provided for in paragraph (a) or (b) above
is unavailable to an indemnified party in accordance with its terms in respect
of any losses, claims, damages or liabilities referred to therein, then the
obligations of each indemnitor thereunder shall be limited to such amount paid
or payable by such indemnified party as a result of such losses, claims, damages
or liabilities, in such proportion as is appropriate to reflect the relative
fault of such indemnitor on the one hand and of the indemnified parties on the
other hand in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of each indemnitor and of the indemnified
parties 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 such
indemnitor, or by the indemnified parities, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

                                      -15-
<PAGE>

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8 were determined by pro rata allocation
or by any other method of allocation which does not take into account the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities or actions in respect thereof referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expense reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8, no Selling
Holder shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Securities sold by it exceeds the
amount of any damages which such person has otherwise been required to pay and
has actually paid by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of a fraudulent misrepresentation
(within the meaning of Section 10(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

         (d)   Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against an indemnitor under paragraph (a) or (b) above, as
the case may be, notify the indemnitor in writing of the commencement thereof;
but the omission so to notify the indemnitor shall not relieve it from any
liability which it may have to any indemnified party under such subsection
unless the failure to provide such notice results in the forfeiture by the
indemnitor of substantial rights or defenses. In case any such action shall be
brought against any indemnified party, and it shall notify the indemnitor of the
commencement thereof, the indemnitor shall be entitled to participate therein
and, to the extent that it shall wish, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party; provided, however,
that if the defendants in any such action include both the indemnified party and
the indemnitor and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other indemnified parties
which are in addition to or in conflict with those available to the indemnitor,
the indemnified party or parties shall have the right to select separate counsel
to assert such legal defenses (in which case the indemnitor shall not have the
right to direct the defense of such action on behalf of the indemnified party or
parties). Upon the permitted assumption by the indemnitor of the defense of such
action, and approval by the indemnified party of counsel, the indemnitor shall
not be liable to such indemnified party under this Section 8 for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof (other than reasonable costs of investigation) unless
(i) the indemnified party shall have employed separate counsel in connection
with the assertion of legal defenses in accordance with the proviso to the next
preceding sentence, (ii) the indemnitor shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time, (iii) the indemnitor and its counsel do not actively and
vigorously pursue the defense of such action, or (iv) the indemnitor has
authorized the employment of counsel for the indemnified party at the expense of
the indemnitor. The indemnitor shall not be liable for any settlement of any
action or proceeding effected without its written consent, which consent shall
not be unreasonably withheld.

                                      -16-
<PAGE>

         Section 9.  Termination of Rights.

         Provided the Company has in all respects performed its obligations
hereunder, the rights of any particular Holder under this Agreement shall
terminate at 5:00 p.m., Pacific Time, on the date five (5) years after the date
of this Agreement (and, if not so performed, such termination date shall be
extended until 5:00 p.m. Pacific Time on the 120/th/ day following such
performance by the Company of its obligations hereunder), provided that the
provisions of Section 8 hereof shall, in any event, survive any termination of
this Agreement.

         Section 10. Calculation of Shares.

         For purposes of calculating the number of Registrable Securities held
by a Holder (including without limitation pursuant to Sections 3 and 4 hereof),
Debt Exchange Warrants and Convertible Subordinated Debt shall be deemed to
count as the number of shares of Common Stock which may be acquired upon
exercise or conversion, as applicable, thereof.

         Section 11. Reports Under the 1934 Act.

         With a view to making available to the Holders of Registrable
Securities the benefits of Rule 144 promulgated under the Securities Act or any
other similar rule or regulation of the SEC that may at any time permit the
Holders to sell securities of the Company to the public without registration
("Rule 144"), the Company agrees to:

         (a)   make and keep public information available, as those terms are
understood and defined in Rule 144;

         (b)   file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the 1934 Act so
long as the Company remains subject to such requirements (it being understood
that nothing herein shall limit the Company's obligations under Section 4(c) of
the Securities Purchase Agreement) and the filing of such reports and other
documents is required for the applicable provisions of Rule 144; and

         (c)   furnish to each Holder so long as such Holder owns Registrable
Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144, the Securities Act
and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of
the Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested to permit the
Holders to sell such securities pursuant to Rule 144 without registration.

         Section 12. Assignment of Registration Rights.

         The rights to have the Company register Registrable Securities pursuant
to this Agreement shall be assignable by the Holders to any Person (a
"Transferee") of all or any portion of Registrable Securities if: (i) the Holder
agrees in writing with the Transferee to assign such rights, and a copy of such
agreement is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (a) the name and address of such
Transferee, and (b) the securities with respect to which such registration
rights are being transferred or assigned; (iii)

                                      -17-
<PAGE>

immediately following such transfer or assignment the further disposition of
such securities by the Transferee is restricted under the Securities Act and
applicable state securities laws; (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this sentence the
Transferee agrees in writing with the Company to be bound by all of the
provisions contained herein; (v) such transfer shall have been made in
accordance with the applicable requirements of the Securities Purchase
Agreement; (vi) such Transferee shall be an "accredited investor" as that term
is defined in Rule 501 of Regulation D promulgated under the Securities Act; and
(vii) in the event the assignment occurs subsequent to the date of effectiveness
of the Registration Statement required to be filed pursuant to Section 2(a), the
Transferee agrees to pay all reasonable expenses of amending or supplementing
such Registration Statement to reflect such assignment.

         Section 13. Miscellaneous.

         (a)   Governing Law. This Agreement shall be governed by and construed
under the internal substantive laws of the State of California.

         (b)   Successors and Assigns. The provisions hereof shall inure to the
benefit of, and be binding upon, the parties and their respective successors,
assigns, heirs, executors and administrators. The rights and obligations of any
Investor hereunder may be assigned by such Investor to any Person acquiring
Registrable Securities from the Investor contemporaneously with such assignment,
provided that the rights so assumed shall apply only to the Registrable
Securities so acquired. The rights and obligations of the Company hereunder may
not be assigned by it without the prior written consent of the Investors.

         (c)   Entire Agreement. This Agreement, the Recapitalization Agreement
and the Related Agreements (as defined in the Recapitalization Agreement)
constitute the full and entire understanding and agreement among the parties
with regard to the subject matter hereof and no party shall be liable or bound
to any other party in any manner by any representations, warranties, covenants
or agreements except as specifically bet forth herein or therein. Nothing in
this Agreement, express or implied, is intended to confer upon any party, other
than the parties hereto and their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided herein.

         (d)   Separability. Any invalidity, illegality or limitation of the
enforceability of any one or more of the provisions of this Agreement, or any
part thereof, shall in no way affect or impair the validity, legality or
enforceability of the other provisions of this Agreement. In case any provision
of this Agreement shall be invalid, illegal or unenforceable, it shall, to the
extent practicable, be modified so as to make it valid, legal and enforceable
and to retain as nearly as practicable the intent of the parties, and the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                                      -18-
<PAGE>

         (e)   Amendment and Waiver. Any provision of this Agreement may be
amended and the observance of any provision of this Agreement may be waived
(either generally or in a particular instance, either retroactively or
prospectively, and either for a specified period of time or indefinitely), with
the written consent of the Company and the Holders of not less than two thirds
(2/3) of each category of Registrable Securities affected thereby; provided,
however, that no such amendment or waiver shall reduce the aforesaid percentage
of Registrable Securities the Holders of which are required to consent to any
waiver or supplemental agreement without the consent of the Holders of all
outstanding Registrable Securities. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon the Company and each Holder
under this Agreement. Upon the effectuation of each such amendment or waiver,
the Company shall promptly give written notice thereof to the Holders who have
not previously consented thereto in writing.

         (f)   Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any Holder or any subsequent Holder of any
Registrable Securities upon any breach, default or noncompliance of the Company
under this Agreement shall impair any such right, power or remedy, nor shall it
be construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of any similar breach, default or noncompliance
thereafter occurring. It is further agreed that any waiver, permit, consent or
approval of any kind or character on the Holders' part of any breach, default or
noncompliance under this Agreement or any waiver on the Holders' part of any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing, and that
all remedies afforded to the Holders under this Agreement shall be cumulative
and not alternative.

         (g)   Notices, etc. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or air courier guaranteeing
overnight delivery:

               (i)  if to any Holder, initially at the address set forth below
               its name on Exhibit A to the Recapitalization Agreement, and
               thereafter at such other address, notice of which is given in
               accordance with this Section 13(g); and

               (ii) if to the Company, initially at 23550 Hawthorne Boulevard,
               Building 1, Suite 110, Torrance, California 90505, Attention:
               President, and thereafter at such other address notice of which
               is given in accordance with this Section 13(g).

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being sent by certified mail, return receipt requested, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery.

         (h)   Titles and Subtitles. The titles of the sections and subsections
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

                                      -19-
<PAGE>

         (i)   Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.

                                      -20-
<PAGE>

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


                                             IMPERIAL CREDIT INDUSTRIES, INC.



                                             By: /s/ H. Wayne Snavely
                                                 -------------------------------
                                                 Name: H. Wayne Snavely
                                                 Title: Chairman, President and
                                                        Chief Executive Officer

                                      -21-
<PAGE>

                                             IMPERIAL HOLDINGS GROUP, LLC:



                                             By: _______________________________
                                                 Name:
                                                 Title:



                                             INVESTOR:



                                             By: _______________________________
                                                 Name:
                                                 Title:



                                             INVESTOR:



                                             By: _______________________________
                                                 Name:
                                                 Title:



                                             INVESTOR:



                                             By: _______________________________
                                                 Name:
                                                 Title:



                                             INVESTOR:



                                             By: _______________________________
                                                 Name:
                                                 Title:

                                      -22-