FORM OF

                             REGISTRATION RIGHTS AGREEMENT

                                       between

                           MERIDIAN MEDICAL TECHNOLOGIES, INC.

                                         and

                             NOMURA HOLDING AMERICA INC.





                              Dated as of April 30, 1998






















          687583v1<PAGE>




          TABLE OF CONTENTS



            Page

            1.      Definitions...........................................1

            2.      Demand Registration...................................3

            3.      Piggyback Registration................................6

            4.      Registration Procedures...............................8

            5.      Registration Expenses................................15

            6.      Preparation; Reasonable Investigation................16

            7.      Sale of Warrants to Underwriters.....................17

            8.      Indemnification......................................17

            9.      Contribution.........................................20

            10.     Current Public Information...........................21

            11.     Registration Rights to Others........................22

            12.     Adjustments Affecting Registrable Securities.........22

            13.     Rule 144 and Rule 144A...............................23

            14.     Amendments and Waivers...............................23

            15.     Nominees for Beneficial Owners.......................23

            16.     Assignment...........................................24

            17.     Miscellaneous........................................24
                    (a)  Further Assurances..............................24
                    (b)  Headings........................................25
                    (c)  No Inconsistent Agreements......................25
                    (d)  Remedies........................................25
                    (e)  Entire Agreement................................25
                    (f)  Notices.........................................25
                    (g)  Governing Law...................................26
                    (h)  Severability....................................26
                    (i)  Counterparts....................................26







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          687583v1<PAGE>





          REGISTRATION RIGHTS AGREEMENT


                    REGISTRATION RIGHTS AGREEMENT, dated as of April 30,
          1998 (this "Agreement"), by and between MERIDIAN MEDICAL
          TECHNOLOGIES, INC., a Delaware corporation (the "Company") and
          NOMURA HOLDING AMERICA INC., a Delaware corporation (the
          "Holder").

                    The Company desires to grant to the Holder certain
          registration rights with respect to certain warrants to purchase
          204,770 shares (subject to adjustment) of Common Stock, $0.10 par
          value per share, of the Company which the Holder is purchasing
          from the Company on the date hereof pursuant to the Note and
          Warrant Purchase Agreement (as defined below).

                    In consideration of the premises and the mutual
          agreements set forth herein, the parties hereto hereby agree as
          follows:

                    1.   Definitions{ TC "1. Definitions" \f C \l "1" }.
          Unless otherwise defined herein, capitalized terms used herein
          and in the recitals above shall have the following meanings:

                    "Business Day" means any day except a Saturday, Sunday
          or a legal holiday in New York City.

                    "Commission" means the United States Securities and
          Exchange Commission and any successor agency, authority,
          commission or government body.

                    "Common Stock" means the shares of common stock, par
          value $0.10 per share, of the Company.

                    "Exchange" means the principal stock exchange or market
          on which the Common Stock is traded, which is presently NASDAQ.

                    "Exchange Act" means the Securities Exchange Act of
          1934, as amended, or any similar federal statute then in effect,
          and a reference to a particular section thereof shall include a
          reference to a comparable section, if any, of any such similar
          statute.

                    "ING" means ING (U.S.) Capital Corporation, a Delaware
          corporation.

                    "ING Securities" means those Securities with respect to
          which ING has been granted registration rights pursuant to the
          Registration Rights Agreement dated as of April 15, 1996 by and
          between the Company and ING, as the same has been or may be
          amended  (the "ING Registration Rights Agreement").




          687583v1<PAGE>





                    "Majority Holders" means at any time the holders of
          Warrants exercisable for a majority of the shares of Warrant
          Stock issuable under the Warrants at the time outstanding.

                    "NASD" means the National Association of Securities
          Dealers, Inc. and any successor organization or entity.

                    "NASDAQ" means the Nasdaq Stock Market and includes The
          Nasdaq National Market and The Nasdaq SmallCap Market.

                    "Note and Warrant Purchase Agreement" means the Note
          and Warrant Purchase Agreement dated as of April 30, 1998, by and
          between the Company and the Holder.

                    "Person" means and includes an individual, a
          partnership, a joint venture, a corporation, a company, a trust,
          an unincorporated organization and a government or any department
          or agency thereof.

                    "Registrable Securities" shall mean (a) all shares of
          Common Stock issued or issuable upon the exercise of any Warrant,
          and (b) any Securities issued or issuable by the Company with
          respect to shares of Common Stock referred to in the foregoing
          clause (a) by way of a stock dividend or stock split or in
          connection with a combination or subdivision of shares,
          reclassification, merger, consolidation or other reorganization
          of the Company; provided, however, that as to any particular
          Registrable Securities that have been issued, such Securities
          shall cease to be Registrable Securities when (i) a registration
          statement with respect to the sale of such Securities shall have
          become effective under the Securities Act and such Securities
          shall have been disposed of under such registration statement,
          (ii) they shall have been distributed to the public pursuant to
          Rule 144, (iii) they shall have been otherwise transferred or
          disposed of, and new certificates therefor not bearing a legend
          restricting further transfer shall have been delivered by the
          Company, and subsequent transfer or disposition of them shall not
          require their registration or qualification under the Securities
          Act or any similar state law then in force, or (iv) they shall
          have ceased to be outstanding.  For the purposes of Sections 2, 3
          and 4 of this Agreement, the holder of any Warrant shall be
          deemed to be a holder of the Registrable Securities issuable upon
          exercise of such Warrant, and such Registrable Securities shall
          be deemed to be issued and outstanding.











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

                    "Securities" means any debt or equity Securities of the
          Company, whether now or hereafter authorized, any instrument
          convertible into or exchangeable for Securities or a Security,
          and any option, warrant or other right to purchase or acquire any
          Security.  "Security" shall mean one of the Securities.

                    "Securities Act" means the Securities Act of 1933, as
          amended, or any similar federal statute then in effect, and a
          reference to a particular section thereof shall include a
          reference to a comparable section, if any, of any such similar
          statute.

                    "Transfer" means any transfer, sale, assignment,
          pledge, hypothecation or other disposition of any interest.
          "Transferor" and "Transferee" have correlative meanings.

                    "Underwritten Offering" means a public offering of
          Securities distributed by means of a firm commitment
          underwriting.

                    "Warrant" means the Warrants issued and sold pursuant
          to the Note and Warrant Purchase Agreement, including, without
          limitation, any other warrants of like tenor issued in
          substitution or exchange for any thereof pursuant to the
          provisions of Section 2(c) or 2(d) thereof or Section 2(c) or
          2(d) of any of such other Warrants.

                    "Warrant Stock" means Common Stock issuable upon
          exercise of any Warrants or Warrants.

                    2.   Demand Registration{ TC "2.   Demand Registration"
          \f C \l "1" }

               (a)  Subject to the terms and conditions set forth herein,
          at any time hereafter, the Majority Holders may request (such
          requesting holders being herein called in each case the
          "Requesting Holders") that the Company effect the registration
          under the Securities Act of all or part of such holders'
          Registrable Securities on Form S-1 or any similar long-form
          registration or, if available, on Form S-2 or S-3 or any similar
          short-form registration (all registrations requested pursuant to











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          this Section 2(a) are referred to herein as "Demand
          Registrations").  Each such request for registration shall
          specify the approximate number of Registrable Securities
          requested to be registered, and may at the election of the
          Requesting Holders specify the intended method or methods of
          disposition thereof (which may include, without limitation, a
          "shelf" offering pursuant to Rule 415 under the Securities Act,
          or an Underwritten Offering).  Within 10 days after receipt of
          such request, the Company will promptly give written notice of
          such requested registration to all other holders of Registrable
          Securities, and, subject to the provisions of Section 2(f)
          hereof, will include in such registration all Registrable
          Securities with respect to which the Company has received written
          requests for inclusion therein within 20 days after the receipt
          of the Company's notice; provided, however, that the Company
          shall not be obligated to file a registration statement relating
          to any Demand Registration under this Section 2(a):

                    (i)  unless the Company shall have received requests
               for such registration with respect to at least 50% of the
               Registrable Securities then outstanding; or

                    (ii) within a period of six months after the effective
               date of any registration statement filed by the Company with
               respect to which the holder of any Warrant or of any shares
               of Warrant Stock issued upon exercise hereof shall have been
               afforded the opportunity to register shares of Warrant Stock
               in accordance with the provisions of Section 3 hereof.

               (b)  The holders of Registrable Securities will be entitled
          to request one Demand Registration.  The Company will pay all
          Registration Expenses incurred in connection with such Demand
          Registration.  A registration will not count as the permitted
          Demand Registration (i) unless and until it has become effective,
          (ii) unless at least 90% of the Registrable Securities initially
          requested to be registered by the holders of Registrable
          Securities requesting such registration shall be covered by the
          Demand Registration at the time it becomes effective and (iii)
          unless the Demand Registration remains effective for the minimum
          period required under Section 4(a)(i) below; provided that in any
          event, except as provided in Section 2(d), the Company will pay
          all Registration Expenses in connection with any registration
          initiated as a Demand Registration whether or not it has become
          effective.











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               (c)  The Company may postpone for not more than 90 days
          within or during any period of 365 consecutive days with respect
          to any request for a Demand Registration hereunder, the filing or
          effectiveness of a registration statement under Section 2(a) if
          the Board of Directors of the Company determines in good faith
          that such registration might reasonably be expected to have an
          adverse effect on any proposal or plan by the Company to engage
          in any sale or acquisition of assets (other than in the ordinary
          course of business) or any merger, consolidation, tender offer or
          similar transaction; provided that in such event, the Requesting
          Holders will be entitled to withdraw such request, and if such
          request is withdrawn, such registration will not count as the
          permitted Demand Registration under this Section 2 and the
          Company will pay all Registration Expenses in connection with
          such withdrawn registration request.

               (d)  A registration requested pursuant to this Section 2
          will not be deemed to have been effected unless it has become
          effective under the Securities Act; provided that (i) if after a
          registration has become so effective, the offering of Registrable
          Securities pursuant to such registration is terminated, suspended
          or interfered with by any stop order, injunction or other order
          or requirement of the Commission or other governmental agency or
          court, such registration will be deemed not to have been
          effected; and (ii) if before a registration becomes effective,
          the offering of Registrable Securities pursuant to such
          registration is terminated at the request of all of the
          Requesting Holders, such registration will be deemed to have been
          effected unless such Requesting Holders reimburse the Company for
          all reasonable expenses incurred by the Company in connection
          with such registration prior to its termination or which the
          Company shall have been thereafter required to incur as a result
          of actions on the part of the Requesting Holders.

               (e)  In the case of any Demand Registration which involves
          an Underwritten Offering, the Company shall have the right to
          select the investment banker (or investment bankers) that shall
          manage the offering (collectively, the "managing underwriter"),
          subject to the approval of the holders of a majority of the
          Registrable Securities being so registered which approval shall
          not be unreasonably withheld.













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               (f)  Except with the prior written consent of the Majority
          Holders, the Company will include in a Demand Registration only
          (i) Registrable Securities, (ii) ING Securities to the extent ING
          requests that such ING Securities be included pursuant to ING's
          "piggyback" registration rights granted under the ING
          Registration Rights Agreement, (iii) authorized but unissued or
          treasury shares of Common Stock which the Company desires to
          issue and sell ("Company Securities"), and (iv) other outstanding
          shares of Common Stock which the Company shall have been
          requested to register ("Other Securities"); provided that if a
          Demand Registration involves an Underwritten Offering and the
          managing underwriter advises the Company that, in its opinion,
          the number of Securities proposed to be included in such offering
          exceeds the number of Securities which can be sold therein
          without adversely affecting the marketability of the offering,
          then the Company will promptly so advise each holder of
          Registrable Securities that has requested registration, and,
          [subject to Section 2(a)] of the ING Registration Rights
          Agreement and subject to Section 10(e) of the Estate Warrant (as
          defined in the ING Registration Rights), will include in such
          registration first, Registrable Securities and ING Securities
          requested to be so included by the respective holders thereof,
          allocated pro rata among such holders based on the number of
          Registrable Securities or ING Securities, as the case may be,
          with respect to which each such holder has requested
          registration, second, Company Securities which the Company
          desires to include in such registration, and, third, Other
          Securities requested to be included in such registration,
          allocated pro rata among the holders thereof based on the number
          of such Other Securities with respect to which each such holder
          has requested registration, until the aggregate number of
          Securities included in such Demand Registration is equal to the
          number thereof that, in the opinion of such managing underwriter,
          can be sold without adversely affecting the marketability
          thereof.

               (g)  The Company agrees to include in any such registration
          statement filed pursuant to Section 2(a) hereof all information
          which any Requesting Holder, upon advice of counsel, shall
          reasonably request.

               3.   Piggyback Registration{ TC "3.     Piggyback
          Registration" \f C \l "1" }.  (a)  If the Company at any time
          proposes to register under the Securities Act any shares of its











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          Common Stock now or hereafter authorized (other than a
          registration on Form S-4 or S-8 or any successor or similar forms
          thereto and other than pursuant to a registration under Section 2
          hereof), whether for sale for its own account or for the account
          of any selling stockholder, on a form and in a manner that would
          permit registration of Registrable Securities for sale to the
          public under the Securities Act, it will give written notice to
          all the holders of Registrable Securities promptly, and in any
          event no later than 30 days before the initial filing with the
          Commission of a registration statement, of its intention to do
          so, describing such Securities and specifying the form and manner
          and the other relevant facts involved in such proposed
          registration (including, without limitation, (i) whether or not
          such registration will be in connection with an underwritten
          offering of Securities and, if so, the identity of the managing
          underwriter and whether such offering will be pursuant to a "best
          efforts" or "firm commitment" underwriting, (ii) the price at
          which such Securities are reasonably expected to be sold to the
          public, and (iii) the amount of the underwriting discount
          reasonably expected to be incurred in connection therewith).
          Upon the written request of any such holder delivered to the
          Company within 20 calendar days after the receipt of any such
          notice (which request shall specify the Registrable Securities
          intended to be disposed of by such holder and the intended method
          of disposition thereof), the Company will (subject to the
          provisions of Section 3(d) hereof), include in such registration
          all of the Registrable Securities that the Company has been so
          requested to register; provided, however, that if, at any time
          after giving such written notice of its intention to register any
          Securities and prior to the effective date of the registration
          statement filed in connection with such registration, the Company
          shall determine for any reason not to register such Securities,
          the Company may, at its election, give written notice of such
          determination to each holder of Registrable Securities who made a
          request as hereinabove provided and thereupon the Company shall
          be relieved of its obligation to register any Registrable
          Securities in connection with such registration (but not from its
          obligation to pay the Registration Expenses in connection
          therewith), without prejudice, however, to the rights of the
          holders of Registrable Securities under Section 2 hereof.  No
          registration effected under this Section 3 shall relieve the
          Company of its obligation to effect a Demand Registration under
          Section 2 hereof.












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               (b)  The Company shall not be obligated to effect any
          registration of Registrable Securities under this Section 3
          incidental to the registration of any of its Securities in
          connection with mergers, acquisitions, exchange offers, dividend
          reinvestment plans or stock option or other employee benefit
          plans.

               (c)  The Registration Expenses incurred in connection with
          each registration of Registrable Securities requested pursuant to
          this Section 3 shall be paid by the Company.

               (d)  If a registration pursuant to this Section 3 involves
          an Underwritten Offering and the managing underwriter advises the
          Company that, in its opinion, the number of Securities proposed
          to be included in such offering exceeds the number of Securities
          which can be sold therein without adversely affecting the
          marketability of the offering, then the Company will promptly so
          advise each holder of Registrable Securities that has requested
          registration, and, subject to Sections 2(a) and 2(b) of the ING
          Registration Rights Agreement and Sections 10(c) and 10(e) of the
          Estate Warrant, will include in such registration first, Company
          Securities which the Company desires to include in such
          registration, second, Registrable Securities and ING Securities
          requested to be included therein, allocated pro rata among the
          holders of Registrable Securities or ING Securities, as the case
          may be, based on the number of Registrable Securities with
          respect to which each such holder has requested registration,
          and, third, Other Securities requested to be included in such
          registration, allocated pro rata among the holders thereof based
          on the number of such Other Securities with respect to which each
          such holder has requested registration, in each case until the
          aggregate number of Securities included in such registration is
          equal to the number thereof that, in the opinion of such managing
          underwriter, can be sold without adversely affecting the
          marketability thereof.

               (e)  In connection with any registration pursuant to this
          Section 3 which involves an Underwritten Offering, the Company
          shall have the right in its sole discretion to select the
          managing underwriter with respect to the offering.

               4.   Registration Procedures{ TC "4.    Registration
          Procedures" \f C \l "1" }.  (a)    Whenever any holders of
          Registrable Securities have requested that any Registrable











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          Securities be registered pursuant to Section 2 or 3 hereof,
          subject to the applicable terms and conditions of Sections 2 and
          3 hereof, the Company will use its best efforts to effect the
          registration of such Securities under the Securities Act and the
          sale thereof in accordance with the intended method of
          disposition thereof, and in connection therewith the Company
          will, as expeditiously as reasonably possible:

                    (i)  prepare and, in any event within 90 calendar days
               after the end of the period within which requests for
               registration may be given to the Company, file with the
               Commission a registration statement with respect to such
               Registrable Securities and within 60 days of such filing (or
               within such shorter period as may be reasonably practicable)
               use its best efforts cause such registration statement to
               become and remain effective until the earlier of (A) six
               months or, if such registration statement relates to an
               Underwritten Offering, such longer period as in the opinion
               of counsel for the underwriters a prospectus is required by
               law to be delivered in connection with sales of Registrable
               Securities by an underwriter or dealer, or (B) such shorter
               period as will terminate when all of the Securities covered
               by such registration statement have been disposed of in
               accordance with the intended methods of disposition by the
               seller or sellers thereof set forth in such registration
               statement (but in any event not before the expiration of any
               longer period required under the Securities Act);

                    (ii) prepare and file with the Commission such
               amendments (including post-effective amendments) and
               supplements to such registration statement and the
               prospectus used in connection therewith as may be necessary
               to keep such registration statement effective and to comply
               with the provisions of the Securities Act with respect to
               the disposition of all Securities covered by such
               registration statement during such period in accordance with
               the intended methods of disposition by the seller or sellers
               thereof set forth in such registration statement;

                    (iii)     prior to filing with the Commission any such
               registration statement, prospectus, or amendment or
               supplement thereto, furnish copies thereof to counsel for
               the sellers of Registrable Securities under such












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               registration statement, which documents will be subject to
               review by such counsel;

                    (iv) furnish to each seller of Registrable Securities
               covered by the registration statement and to each
               underwriter, if any, of such Registrable Securities, such
               number of copies of such registration statement, each
               amendment and supplement thereto, the prospectus included in
               such registration statement (including each preliminary
               prospectus) and such other documents as such seller may
               reasonably request in order to facilitate the public sale or
               other disposition of the Registrable Securities owned by
               such seller;

                    (v)  use its best efforts to register or qualify such
               Registrable Securities covered by such registration
               statement under such other securities or Blue Sky laws of
               such jurisdictions as each seller shall reasonably request,
               and do any and all other acts and things which may be
               reasonably necessary or advisable to enable such seller to
               consummate the disposition of the Registrable Securities
               owned by such seller, in such jurisdictions, except that the
               Company shall not for any such purpose be required (A) to
               qualify to do business as a foreign corporation in any
               jurisdiction where, but for the requirements of this Section
               4(a), it is not then so qualified, or (B) to subject itself
               to taxation in any such jurisdiction, or (C) to take any
               action which would subject it to general or unlimited
               service of process in any such jurisdiction where it is not
               then so subject;

                    (vi) use its best efforts to cause such Registrable
               Securities covered by such registration statement to be
               registered or qualified with or approved by such other
               governmental agencies or authorities (including, without
               limitation, state securities commissions) as may be
               necessary to enable the seller or sellers thereof to
               consummate the disposition of such Registrable Securities;

                    (vii)     immediately notify each seller of Registrable
               Securities covered by such registration statement, at any
               time when a prospectus relating thereto is required to be
               delivered under the Securities Act within the appropriate
               period mentioned in Section 4(a)(i) hereof, if the Company











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               becomes aware that the prospectus included in such
               registration statement, as then in effect, includes 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 then existing, and, at the request of any
               such seller, deliver a reasonable number of copies of an
               amended or supplemental prospectus as may be necessary so
               that, as thereafter delivered to the purchasers of such
               Registrable Securities, such prospectus shall not include an
               untrue statement of a material fact or omit to state a
               material fact required to be stated therein or necessary to
               make the statements therein not misleading in the light of
               the circumstances then existing;

                    (viii)    cause all Registrable Securities covered by
               the registration statement to be listed on each securities
               exchange on which similar securities issued by the Company
               are then listed or, if not so listed, to be listed on NASDAQ
               or such national securities exchange as the managing
               underwriter of such offering, if any, may designate;

                    (ix) provide a transfer agent and registrar for all
               such Registrable Securities not later than the effective
               date of such registration statement;

                    (x)  enter into such customary agreements (including
               underwriting agreements in customary form) and take all such
               other actions as the holders of a majority of the
               Registrable Securities being sold or the underwriters, if
               any, reasonably request in order to expedite or facilitate
               the disposition of such Registrable Securities;

                    (xi) make available for inspection by any seller of
               Registrable Securities, any underwriter participating in any
               disposition pursuant to such registration statement and any
               attorney, accountant or other agent retained by any such
               seller or underwriter, all financial and other records,
               pertinent corporate documents and properties of the Company,
               and cause the Company's officers, directors, employees and
               independent accountants to supply all information reasonably
               requested by any such seller, underwriter, attorney,
               accountant or agent in connection with such registration
               statement;











                                       - 11 -
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                    (xii)     otherwise use its best efforts to comply with
               all applicable rules and regulations of the Commission and
               make generally available to its Security holders, in each
               case as soon as practicable, but not later than 45 calendar
               days after the close of the period covered thereby (90
               calendar days in case the period covered corresponds to a
               fiscal year of the Company), an earnings statement of the
               Company which will satisfy the provisions of Section 11(a)
               of the Securities Act;

                    (xiii)    in the event of the issuance of any stop
               order suspending the effectiveness of a registration
               statement, or of any order suspending or preventing the use
               of any related prospectus or suspending the qualification of
               any Registrable Securities included in such registration
               statement for sale in any jurisdiction, the Company will use
               its reasonable efforts promptly to obtain the withdrawal of
               such order;

                    (xiv)     obtain a "cold comfort" letter, dated the
               effective date of such registration statement (and, if such
               registration involves an Underwritten Offering, dated the
               date of the closing under the underwriting agreement),
               signed by the Company's independent public accountants, in
               customary form and covering such matters as are customarily
               covered by comfort letters by independent public accountants
               in such public offerings and such other financial matters as
               the holders of a majority of the Registrable Securities
               being sold may reasonably request; and

                    (xv) furnish a legal opinion of the Company's counsel,
               dated the effective date of such registration statement
               (and, if such registration involves an Underwritten
               Offering, dated the date of the closing under the
               underwriting agreement), with respect to the registration
               statement, each amendment and supplement thereto, the
               prospectus included therein (including the preliminary
               prospectus) and other documents relating thereto, in
               customary form and covering such matters as are customarily
               covered by legal opinions of Company's counsel in such
               public offerings and such other legal matters as the holders
               of a majority of the Registrable Securities being sold may
               reasonably request.











                                       - 12 -
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               (b)  It shall be a condition precedent to the obligation of
          the Company to take any action pursuant to this Section 4 in
          respect of Registrable Securities that the holders requesting
          registration thereof shall furnish to the Company such
          information regarding the Registrable Securities held by such
          holder and the intended method of disposition thereof as the
          Company shall reasonably request and as shall be required in
          connection with the action taken by the Company; provided,
          however, that the failure of any holder of Registrable Securities
          to furnish such information shall not affect the obligations of
          the Company pursuant to this Section 4 with respect to any holder
          of Registrable Securities who furnishes such information to the
          Company.  Notwithstanding any provision to the contrary contained
          herein, no holder of Registrable Securities shall be required to
          furnish any information or make any representations or warranties
          to the Company or the underwriters other than representations and
          warranties contained in a writing furnished by such holder
          expressly for use in the registration statement to be filed in
          connection with such registration solely with regard to such
          holder's identity, its ownership of Securities of the Company,
          the class and number of such Securities it intends to include in
          such offering, its intended method of distribution, other
          information pertinent to such holder in its capacity as a selling
          stockholder, and any other information with respect to such
          holder required by law to be disclosed in such registration
          statement.

               (c)  If a registration pursuant to Section 2 or 3 involves
          an Underwritten Offering, the holders of Registrable Securities
          to be distributed by the underwriters thereof 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 shall also be made to and for the benefit of such
          holders of Registrable Securities 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 of Registrable Securities.  No such
          holder of Registrable Securities shall be required to make any
          representations or warranties to, or agree to any indemnities or
          contribution provisions with, the Company or the underwriters
          other than representations, warranties, indemnities and











                                       - 13 -
          660958v6<PAGE>





          contribution provisions with respect to information required to
          be furnished by such holder in writing pursuant to subsection (b)
          of this Section 4.

               (d)  If a registration pursuant to Section 2 or 3 involves
          an Underwritten Offering, each holder of Registrable Securities
          agrees, whether or not such holder's Registrable Securities are
          included in such registration, not to effect any sale or
          distribution, including any sale pursuant to Rule 144 under the
          Securities Act, of any Registrable Securities, or of any Security
          convertible into or exchangeable or exercisable for any
          Registrable Securities (other than as part of such Underwritten
          Offering), without the consent of the managing underwriter,
          during a period commencing 10 calendar days before and ending 180
          calendar days (or such lesser number as the managing underwriter
          shall designate) after the effective date of such registration.

               (e)  If a registration pursuant to Section 2 or 3 involves
          an Underwritten Offering, any holder of Registrable Securities
          requesting to be included in such registration may elect, in
          writing, prior to the effective date of the registration
          statement filed in connection with such registration, not to
          register such securities in connection with such registration,
          unless such holder has agreed with the Company or the managing
          underwriter not to exercise its rights under this Section 4(e),
          subject, however, to the obligations of such holder under Section
          2(d) hereof, if applicable.

               (f)  It is understood that in any Underwritten Offering in
          addition to any shares of Common Stock (the "initial shares") the
          underwriters have committed to purchase, the underwriting
          agreement may grant the underwriters an option to purchase up to
          a number of additional shares of authorized but unissued shares
          of Common Stock (the "option shares") equal to 15% of the initial
          shares (or such other maximum amount as the NASD may then
          permit), solely to cover over-allotments.  Shares of Common Stock
          proposed to be sold by the Company and the other sellers shall be
          allocated between initial shares and option securities as agreed
          or, in the absence of agreement, pursuant to Section 2(f) or
          3(d), as the case may be.  The number of initial shares and
          option shares to be sold by requesting holders shall be allocated
          pro rata among all such holders on the basis of the relative
          number of shares of Registrable Securities each such holder has
          requested to be included in such registration.











                                       - 14 -
          660958v6<PAGE>






               5.   Registration Expenses{ TC "5. Registration Expenses" \f
          C \l "1" }.

                    (a)  All costs and expenses incurred or sustained in
          connection with or arising out of each registration pursuant to
          Section 2 or 3 (as the case may be), including, without
          limitation, all registration and filing fees, fees and expenses
          of compliance with securities or Blue Sky laws (including
          reasonable fees and disbursements of counsel for the underwriters
          in connection with the Blue Sky qualification of Registrable
          Securities), printing expenses, messenger, telephone and delivery
          expenses, fees and disbursements of counsel for the Company and
          for the sellers of Registrable Securities (subject to the
          limitations contained in paragraph (b) of this Section 5), fees
          and disbursements of all independent certified public accountants
          (including the expenses relating to the preparation and delivery
          of any special audit or "cold comfort" letters required by or
          incident to such registration), and fees and disbursements of
          underwriters (excluding discounts and commissions, but including
          underwriters' liability insurance if the Company or if the
          underwriters so require), the reasonable fees and expenses of any
          special experts retained by the Company of its own initiative or
          at the request of the managing underwriters in connection with
          such registration, and fees and expenses of all (if any) other
          persons retained by the Company (all such costs and expenses
          being herein called, collectively, the "Registration Expenses"),
          will be borne and paid by the Company as provided by the
          provisions contained in this Agreement.  The Company will, in any
          case, pay its internal expenses (including, without limitation,
          all salaries and expenses of its officers and employees
          performing legal or accounting duties), the expense of any annual
          audit, the expense of liability insurance referred to above, and
          the fees and expenses incurred in connection with the listing of
          the Securities to be registered on each securities exchange on
          which similar Securities of the Company are then listed.

                    (b)In connection with each registration of Registrable
          Securities pursuant to this Agreement, the Company will reimburse
          the holders of Registrable Securities being registered in such
          registration for the reasonable fees and disbursements of any one
          counsel chosen by the holders of a majority in interest of such
          Registrable Securities.  The Company will not bear the cost of
          nor pay for any stock transfer taxes imposed in respect of the











                                       - 15 -
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          transfer of any Registrable Securities to any purchaser thereof
          by any Holder in connection with any registration of Registrable
          Securities pursuant to this Agreement.

                    (c)To the extent that Registration Expenses incident
          to any registration are, under the terms of this Agreement, not
          required to be paid by the Company, each holder of  Registrable
          Securities included in such registration will pay all
          Registration Expenses which are clearly solely attributable to
          the registration of such Holder's Registrable Securities so
          included in such registration, and all other Registration
          Expenses not so attributable to one holder will be borne and paid
          by all sellers of Securities included in such registration in
          proportion to the number of Securities so included by each such
          seller.

                    6. Preparation; Reasonable Investigation{ TC "6.
                       Preparation; Reasonable Investigation" \f C \l "1"
          }.

                    (a)In connection with the preparation and filing of
          each registration statement under the Securities Act pursuant to
          this Agreement, the Company shall give each Holder of Registrable
          Securities registered under such registration statement, the
          underwriter, if any, and its respective counsel and accountants
          the reasonable opportunity to participate in the preparation of
          such registration statement, each prospectus included therein or
          filed with the Commission, and each amendment thereof or
          supplement thereto, and shall give each of them such reasonable
          access to its books and records and such reasonable opportunities
          to discuss the business of the Company with its officers and the
          independent public accountants who have certified its financial
          statements as shall be necessary, in the reasonable opinion of
          any such Holders' and such underwriters' respective counsel, to
          conduct a reasonable investigation within the meaning of the
          Securities Act.

                    (b)Each Holder of Registrable Securities shall
          maintain the confidentiality of any confidential information
          received from or otherwise made available by the Company to such
          Holder of Registrable Securities and identified in writing by the
          Company as confidential.  Information that (i) is or becomes
          available to a Holder of Registrable Securities from a public
          source, (ii) is disclosed to a Holder of Registrable Securities











                                       - 16 -
          660958v6<PAGE>





          by a third-party source who the Holder of Registrable Securities
          reasonably believes has the right to disclose such information or
          (iii) is or becomes required to be disclosed by a Holder of
          Registrable Securities by law, including by court order, shall
          not be deemed to be confidential information for purposes of this
          Agreement.

                    7. Sale of Warrants to Underwriters{ TC "7.  Sale of
          Warrants to Underwriters" \f C \l "1" }.  Notwithstanding
          anything in this Section 7 to the contrary, in the case of any
          offering subject to the provisions of Section 2 or 3 hereof which
          is an Underwritten Offering, in lieu of exercising any Warrant
          prior to or simultaneously with the filing or the effectiveness
          of any registration statement filed in connection therewith, the
          holder of such Warrant may sell such Warrant to the underwriter
          or underwriters of the offering being registered upon the
          undertaking of such underwriter or underwriters to exercise such
          Warrant before making any distribution pursuant to such
          registration statement and to include the Warrant Stock issued
          upon such exercise among the Securities being offered pursuant to
          such registration statement.  The Company agrees to cause such
          Warrant Stock to be included among the Securities being offered
          pursuant to such registration statement to be issued within such
          time as will permit such underwriter or underwriters to make and
          complete the distribution contemplated by the underwriting.

                    8. Indemnification{ TC "8.    Indemnification" \f C \l
          "1" }.  (a)  In the event of any registration of any Securities
          under the Securities Act pursuant to Section 2 or 3 hereof, the
          Company will, and it hereby agrees to, indemnify and hold
          harmless, to the extent permitted by law, each seller of any
          Registrable Securities covered by such registration statement,
          its directors and officers or general and limited partners (and
          directors and officers thereof and, if such seller is a portfolio
          or investment fund, its investment advisors or agents), each
          other Person who participates as an underwriter in the offering
          or sale of such Securities and each other Person, if any, who
          controls such seller or any such underwriter within the meaning
          of Section 15 of the Securities Act, as follows:

                    (i)  against any and all loss, liability, claim, damage
               or expense whatsoever arising out of or based upon an untrue
               statement or alleged untrue statement of a material fact
               contained in any registration statement (or any amendment or











                                       - 17 -
          660958v6<PAGE>





               supplement thereto), including all documents incorporated
               therein by reference, or the omission or alleged omission
               therefrom of a material fact required to be stated therein
               or necessary to make the statements therein not misleading,
               or arising out of an untrue statement or alleged untrue
               statement of a material fact contained in any preliminary
               prospectus or prospectus (or any amendment or supplement
               thereto) or the omission or alleged omission therefrom of a
               material fact necessary in order to make the statements
               therein not misleading;

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

                    (iii)     against any and all expense (other than any
               Settlement Payment) reasonably incurred by them in
               connection with investigating, preparing or defending
               against any litigation, or investigation or proceeding by
               any governmental agency or body, commenced or threatened, or
               any claim whatsoever based upon any such untrue statement or
               omission, or any such alleged untrue statement or omission,
               to the extent that any such expense is not paid under
               clauses (i) or (ii) above;

          provided, however, that this indemnity does not apply to any
          loss, liability, claim, damage or expense to the extent arising
          out of an untrue statement or alleged untrue statement or
          omission or alleged omission made in reliance upon and in
          conformity with written information furnished to the Company by
          or on behalf of any such seller or underwriter expressly for use
          in the preparation of any registration statement (or any
          amendment thereto) or any preliminary prospectus or prospectus
          (or any amendment or supplement thereto); and provided, further,
          that the Company will not be liable to any Person who
          participates as an underwriter in the offering or sale of
          Registrable Securities (or, if such offering and sale are not
          effected by or through an underwriter, then such seller) or any











                                       - 18 -
          660958v6<PAGE>





          other Person, if any, who controls such underwriter (or seller,
          as the case may be) within the meaning of Section 15 of the
          Securities Act, under the indemnity agreement in this Section
          8(a) with respect to any preliminary prospectus or final
          prospectus or final prospectus as amended or supplemented, as the
          case may be, to the extent that any such loss, claim, damage or
          liability of such underwriter or controlling Person results from
          the fact that such underwriter (or seller, as the case may be)
          sold Registrable 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 the final prospectus or of the final prospectus
          as then amended or supplemented, whichever is most recent, if the
          Company has previously furnished copies thereof to such
          underwriter (or seller, as the case may be).  Such indemnity
          shall remain in full force and effect regardless of any
          investigation made by or on behalf of such seller or any such
          director, officer, general or limited partner, investment advisor
          or agent, underwriter or controlling Person and shall survive the
          transfer of such Securities by such seller.

               (b)  The Company may require, as a condition to including
          any Registrable Securities in any registration statement filed in
          accordance with Section 2 or 3 hereof, that the Company shall
          have received an undertaking reasonably satisfactory to it from
          the prospective seller of such Registrable Securities, to
          indemnify and hold harmless (in the same manner and to the same
          extent as set forth in Section 8(a) hereof) the Company, the
          underwriters, if any, each Person who controls the Company or any
          such underwriter (within the meaning of Section 15 of the
          Securities Act) and their respective officers, directors,
          partners, employees, agents and representatives, with respect to
          any statement or alleged statement in or omission or alleged
          omission from such registration statement, any preliminary, final
          or summary prospectus contained therein, or any amendment or
          supplement, if such statement or alleged statement or omission or
          alleged omission was made in reliance upon and in conformity with
          written information furnished to the Company by or on behalf of
          such seller specifically for use in the preparation of such
          registration statement, preliminary, final or summary prospectus
          or amendment or supplement.  Such indemnity shall remain in full
          force and effect regardless of any investigation made by or on
          behalf of the Company, the underwriters, or any such director,
          officer, partner, employee, agent, representative or controlling
          Person and shall survive the transfer of such Securities by such











                                       - 19 -
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          seller.  In that event, the obligations of the Company and such
          seller pursuant to this Section 8 are to be several and not
          joint; provided, however, that, with respect to each claim
          pursuant to this Section 8, the Company shall be liable for the
          full amount of such claim, and each such seller's liability under
          this Section 8 shall be limited to an amount equal to the net
          proceeds (after deducting the underwriters' discount and
          expenses) received by such seller from the sale of Registrable
          Securities by it pursuant to such registration statement.

               (c)  Promptly after receipt by an indemnified party
          hereunder of written notice of the commencement of any action or
          proceeding involving a claim referred to in this Section 8, such
          indemnified party will, if a claim in respect thereof is to be
          made against an indemnifying party, give written notice to such
          indemnifying party of the commencement of such action; provided,
          however, that the failure of any indemnified party to give notice
          as provided herein shall not relieve the indemnifying party of
          its obligations under this Section 8, except to the extent (not
          including any such notice of an underwriter) that the
          indemnifying party is actually prejudiced by such failure to give
          notice.  In case any such action is brought against an
          indemnified party, unless in such indemnified party's reasonable
          judgment a conflict of interest between such indemnified and
          indemnifying parties may exist in respect of such claim, the
          indemnifying party will be entitled to participate in and to
          assume the defense thereof, jointly with any other indemnifying
          party similar notified, to the extent that it may wish with
          counsel reasonably satisfactory to such indemnified party, and
          after notice from the indemnifying party to such indemnified
          party of its election so to assume the defense thereof, the
          indemnifying party will not be liable to such indemnified party
          for any legal or other expenses subsequently incurred by such
          indemnifying party in connection with the defense thereof.

               (d)  The Company and each seller of Registrable Securities
          shall provide for the foregoing indemnities (with appropriate
          modifications) in any underwriting agreement with respect to any
          required registration or other qualification of Securities under
          any federal or state law or regulation of any governmental
          authority.

               9.   Contribution{ TC "9.     Contribution" \f C \l "1" }.
          In order to provide for just and equitable contribution in











                                       - 20 -
          660958v6<PAGE>





          circumstances under which the indemnity contemplated by Section 8
          hereof is for any reason not available, the parties required to
          indemnify by the terms thereof shall contribute to the aggregate
          losses, liabilities, claims, damages and expenses of the nature
          contemplated by such indemnity agreement incurred by the Company,
          any seller of Registrable Securities and one or more of the
          underwriters, except to the extent that contribution is not
          permitted under Section 11(f) of the Securities Act.  In
          determining the amounts which the respective parties shall
          contribute, there shall be considered the relative benefits
          received by each party from the offering of the Registrable
          Securities (taking into account the portion of the proceeds of
          the offering realized by each), the parties' relative knowledge
          and access to information concerning the matter with respect to
          which the claim was asserted, the opportunity to correct and
          prevent any statement or omission and any other equitable
          considerations appropriate under the circumstances.  The Company
          and each such seller agree with each other and the underwriters
          of the Registrable Securities, if requested by such underwriters,
          that it would not be equitable if the amount of such contribution
          were determined by pro rata or per capita allocation (even if the
          underwriters were treated as one entity for such purpose) or for
          the underwriters' portion of such contribution to exceed the
          percentage that the underwriting discount bears to the initial
          public offering price of the Registrable Securities.  For
          purposes of this Section 9, each Person, if any, who controls an
          underwriter within the meaning of Section 15 of the Securities
          Act shall have the same rights to contribution as such
          underwriter, and each director and each officer of the Company
          who signed the registration statement, and each Person, if any,
          who controls the Company or a seller of Registrable Securities
          shall have the same rights to contribution as the Company or a
          seller of Registrable Securities, as the case may be.
          Notwithstanding the foregoing, no seller of Registrable
          Securities shall be required to contribute any amount in excess
          of the amount such seller would have been required to pay to an
          indemnified party if the indemnity under Section 8 hereof were
          available.

               10.  Current Public Information{ TC "10.     Current Public
          Information" \f C \l "1" }.  At all times after the Company has
          filed a registration statement with the Commission pursuant to
          the requirements of either the Securities Act or the Exchange
          Act, and as long as any Warrant shall remain outstanding or the











                                       - 21 -
          660958v6<PAGE>





          holder hereof shall hold any Registrable Securities, the Company
          will file all reports required to be filed by it under the
          Securities Act and the Exchange Act and the rules and regulations
          adopted by the Commission thereunder, and will take such further
          action as any holder or holders of Registrable Securities may
          reasonably request, all to the extent required to enable such
          holders to sell Registrable Securities pursuant to Rule 144
          adopted by the Commission under the Securities Act (as such rule
          may be amended from time to time) or any similar rule or
          regulation hereafter adopted by the Commission.

               11.  Registration Rights to Others{ TC "11.  Registration
          Rights to Others" \f C \l "1" }.  (a)   The Company represents
          and warrants to the Holder that there are no agreements,
          understandings or commitments, oral or written, between the
          Company and the holders of its Securities pursuant to which such
          holders have a right to require the Company to register or
          qualify any of its Securities under the Securities Act or any
          applicable state securities laws, except for the rights granted
          in the ING Registration Rights Agreement and registration rights
          granted to the Estate of Dr. Stanley Sarnoff or transferee
          thereof.

               (b)  Except for the rights granted in this Agreement, the
          ING Registration Rights Agreement and registration rights granted
          to the Estate of Dr. Stanley Sarnoff or transferee thereof,
          without the prior written consent of the Majority Holders, the
          Company will not grant to any Person the right to require the
          Company to register any equity Securities of the Company, or any
          Securities convertible into or exchangeable or exercisable for
          such equity Securities, under the Securities Act or any
          applicable state securities laws.

               12.  Adjustments Affecting Registrable Securities{ TC "12.
               Adjustments Affecting Registrable Securities" \f C \l "1" }.
          The Company shall not effect or permit to occur any combination,
          subdivision or reclassification of Registrable Securities that
          would adversely affect the ability of the Holders to include such
          Registrable Securities in any registration of its Securities
          under the Securities Act contemplated by this Agreement or the
          marketability of such Registrable Securities under any such
          registration or other offering.













                                       - 22 -
          660958v6<PAGE>





               13.  Rule 144 and Rule 144A{ TC "13.    Rule 144 and Rule
          144A" \f C \l "1" }.  The Company shall take all actions required
          to be taken on the part of the Company in order to enable the
          Holder to sell Registrable Securities without registration under
          the Securities Act within the limitation of the exemptions
          provided by (a) Rule 144 under the Securities Act, as such Rule
          may be amended from time to time, (b) Rule 144A under the
          Securities Act, as such Rule may be amended from time to time, or
          (c) any similar rules or regulations hereafter adopted by the
          Commission, including, without limiting the generality of the
          foregoing, filing on a timely basis all reports required to be
          filed under the Exchange Act.  Upon the request of any Holder,
          the Company shall deliver to such Holder a written statement as
          to whether it has complied with such requirements.  The Company
          will, at the request of any holder of Registrable Securities,
          upon receipt from such holder of a certificate certifying (i)
          that such holder currently intends to transfer such Registrable
          Securities, (ii) that such holder has held such Registrable
          Securities for a period of not less than two consecutive years
          within the meaning of Rule 144(d) or any successor rule, and
          (iii) that such holder has not been an affiliate (as defined in
          Rule 144) of the Company for more than 90 preceding days, remove
          from the stock certificates representing such Registrable
          Securities that portion of any restrictive legend which relates
          to the registration provisions of the Securities Act.

               14.  Amendments and Waivers{ TC "14.    Amendments and
          Waivers" \f C \l "1" }.  Any provision of this Agreement may be
          amended, modified or waived if, but only if, the written consent
          to such amendment, modification or waiver has been obtained from
          (i) except as provided in clause (ii) below, the Holder or
          Holders of at least a majority of the shares of Registrable
          Securities affected by such amendment, modification or waiver and
          (ii) in the case of any amendment, modification or waiver of any
          provision of Section 5 or Section 8 hereof or this Section 14, or
          as to the percentages of Holders required for any amendment,
          modification or waiver, or any amendment, modification or waiver
          which adversely affects any right and/or obligation under this
          Agreement of any Holder, the written consent of each Holder so
          affected.

               15.  Nominees for Beneficial Owners{ TC "15. Nominees for
          Beneficial Owners" \f C \l "1" }.  In the event that any
          Registrable Securities is held by a nominee for the beneficial











                                       - 23 -
          660958v6<PAGE>





          owner thereof, the beneficial owner thereof may, at its election
          in writing delivered to the Company, be treated as the Holder of
          such Registrable Securities for purposes of any request or other
          action by any Holder or Holders pursuant to this Agreement or any
          determination of the number or percentage of shares of
          Registrable Securities held by any Holder or Holders contemplated
          by this Agreement.  If the beneficial owner of any Registrable
          Securities so elects, the Company may require assurances
          reasonably satisfactory to it of such owner's beneficial
          ownership of such Registrable Securities.

               16   Assignment{ TC "16. Assignment" \f C \l "1" }.  The
          provisions of this Agreement shall be binding upon and inure to
          the benefit of the parties hereto and their respective heirs,
          successors and permitted assigns. Any Holder may assign to any
          Transferee of its Registrable Securities its rights and
          obligations under this Agreement (except with respect to shares
          of Registrable Securities sold pursuant to Rule 144 under the
          Securities Act, under any registration statement or otherwise in
          a manner such that the shares are no longer subject to
          restrictions from further public resale under the Securities Act
          without regard to volume limitations), provided that the Company
          shall receive written notice of such transfer and that such
          Transferee shall agree in writing with the parties hereto prior
          to the assignment to be bound by this Agreement as if it were an
          original party hereto, whereupon such Transferee shall for all
          purposes be deemed to be a Holder under this Agreement.  Except
          as provided above or otherwise permitted by this Agreement,
          neither this Agreement nor any right, remedy, obligation or
          liability arising hereunder or by reason hereof shall be
          assignable by any Holder without the prior written consent of the
          other parties hereto.  The Company may not assign this Agreement
          or any right, remedy, obligation or liability arising hereunder
          or by reason hereof.

               17.  Miscellaneous{ TC "17.   Miscellaneous" \f C \l "1" }.

               (a)  Further Assurances{ TC "(a)   Further Assurances" \f C
          \l "2" }.  Each of the parties hereto shall execute such
          documents and other papers and perform such further acts as may
          be reasonably required or desirable to carry out the provisions
          of this Agreement and the transactions contemplated hereby.













                                       - 24 -
          660958v6<PAGE>





               (b)  Headings{ TC "(b)   Headings" \f C \l "2" }.  The
          headings in this Agreement are for convenience of reference only
          and shall not control or affect the meaning or construction of
          any provisions hereof.

               (c)  No Inconsistent Agreements{ TC "(c)     No Inconsistent
          Agreements" \f C \l "2" }.  The Company will not hereafter enter
          into any agreement which is inconsistent with the rights granted
          to the Holders in this Agreement.

               (d)  Remedies{ TC "(d)   Remedies" \f C \l "2" }.  Each
          Holder, in addition to being entitled to exercise all rights
          granted by law, including recovery of damages, will be entitled
          to specific performance of its rights under this Agreement.  The
          Company agrees that monetary damages would not be adequate
          compensation for any loss incurred by reason of a breach by it of
          the provisions of this Agreement and the Company hereby agrees to
          waive the defense in any action for specific performance that a
          remedy at law would be adequate.

               (e)  Entire Agreement{ TC "(e)     Entire Agreement" \f C \l
          "2" }.  This Agreement constitutes the entire agreement and
          understanding of the parties hereto in respect of the subject
          matter contained herein, and there are no restrictions, promises,
          representations, warranties, covenants, or undertakings with
          respect to the subject matter hereof, other than those expressly
          set forth or referred to herein.  This Agreement supersedes all
          prior agreements and understandings between the parties hereto
          with respect to the subject matter hereof.

               (f)  Notices{ TC "(f)    Notices" \f C \l "2" }.  Any
          notices or other communications to be given hereunder by any
          party to another party shall be in writing, shall be delivered
          personally, by telecopy, by certified or registered mail, postage
          prepaid, return receipt requested, or by Federal Express or other
          comparable delivery service, in the case of a Holder, to the
          address of such Holder as shown on the Company's shareholder
          records, and in the case of the Company, as follows:

















                                       - 25 -
          660958v6<PAGE>





                                   Meridian Medical Technologies, Inc.
                                   10240 Old Columbia Road
                                   Columbia, Maryland 21046
                                   Attention: Chief Executive Officer
                                   Tel: (410) 309-6830
                                   Fax: (410) 309-1691

                                   with a copy to:

                                   Arnold & Porter
                                   555 12th Street N.W.
                                   Washington, D.C. 20004
                                   Attention: Steven Kaplan, Esq.
                                   Tel:      (202) 942-5998
                                   Fax: (202) 942-5999

          Notice shall be effective when delivered if given personally,
          when receipt is acknowledged if telecopied, three Business Days
          after mailing if given by registered or certified mail as
          described above, and one Business Day after deposit if given by
          Federal Express or comparable delivery service.

               (g)  GOVERNING LAW{ TC "(g)   Governing Law" \f C \l "2" }.
          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
          WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
          MADE TO BE PERFORMED ENTIRELY IN SUCH STATE.  ANY ACTION AGAINST
          THE COMPANY MAY BE BROUGHT SOLELY IN THE FEDERAL OR STATE COURTS
          LOCATED IN NEW YORK COUNTY, NEW YORK.

               (h)  Severability{ TC "(h)    Severability" \f C \l "2" }.
          Notwithstanding any provision of this Agreement, neither the
          Company nor any other party hereto shall be required to take any
          action which would be in violation of any applicable Federal or
          state securities law.  The invalidity or unenforceability of any
          provision of this Agreement in any jurisdiction shall not affect
          the validity, legality or enforceability of any other provision
          of this Agreement in such jurisdiction or the validity, legality
          or enforceability of this Agreement, including any such
          provision, in any other jurisdiction, it being intended that all
          rights and obligations of the parties hereunder shall be
          enforceable to the fullest extent permitted by law.

               (i)  Counterparts{ TC "(i)    Counterparts" \f C \l "2" }.
          This Agreement may be executed in two or more counterparts, each











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          of which shall be deemed an original but all of which shall
          constitute one and the same Agreement.





















































                                       - 27 -
          660958v6<PAGE>





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


                                        By:
                                           Name:
                                           Title:


                                        NOMURA HOLDING AMERICA INC.


                                        By:
                                           Name:
                                           Title:







































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          660958v6<PAGE>