exhibit10_6.htm


    
Exhibit 10.6

     

    


      REGISTRATION
RIGHTS AGREEMENT

       

      


       

      REGISTRATION RIGHTS AGREEMENT
(this "Agreement"),
dated as of November 6, 2008, by and among Monaco Coach Corporation, a Delaware
corporation, with headquarters located at 91320 Industrial Way, Coburg, Oregon
97408 (the "Company"), and the undersigned
warrantholders (each, a "Warrantholder", and
collectively, the "Warrantholders").

       

      WHEREAS:

       

      A.           In
connection with the Financing Agreement, dated of even date herewith (such
Agreement, as amended or otherwise modified from time to time, the "Financing Agreement"), by and
among the Company and certain of its Subsidiaries, and the lenders from time to
time party thereto, the Company has agreed, upon the terms and subject to the
conditions set forth in the Financing Agreement, to issue to each Warrantholder
warrants (the "Warrants"), which will be
exercisable to purchase shares of Common Stock (as exercised collectively, the
"Warrant
Shares").

       

      B.           In
connection with the issuance of the Warrants, the Company, certain of the
stockholders of the Company named therein (the "Stockholders") and the
Warrantholders entered into a Warrantholder Rights Agreement, dated of even date
herewith, pursuant to which the Company and the Stockholders shall provide
certain rights and restrictions on the transfer of shares of Common Stock of the
Company (the "Warrantholder
Rights Agreement").

       

      C.           To
induce the Warrantholders to execute and deliver the Warrantholder Rights
Agreement, the Company has agreed to provide certain registration rights to the
Warrantholders whereby the Registrable Securities (as defined below) would be
registered under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the
"1933 Act"), and
applicable state securities laws.

      


      NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and each of the Warrantholders hereby agree as
follows:

       

      1. Definitions.

       

      Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Warrantholder Rights Agreement.  As used in
this Agreement, the following terms shall have the following
meanings:

       

      a. "Additional Effective Date"
means the date the Additional Registration Statement is declared effective by
the SEC.

       

      b. "Additional Effectiveness
Deadline" means the date which is thirty (30) calendar days after the
earlier of the Additional Filing Date and the Additional Filing Deadline or in
the event that the Registration Statement is subject to a full review by the
SEC, ninety (90) calendar days after the earlier of the Additional Filing Date
and the Additional Filing Deadline.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      c. "Additional Filing Date" means
the date on which the Additional Registration Statement is filed with the
SEC.

       

      d. "Additional Filing Deadline"
means if Cutback Shares are required to be included in any Additional
Registration Statement, the later of (i) the date sixty (60) days after the date
substantially all of the Registrable Securities registered under the immediately
preceding Registration Statement are sold and (ii) the date six (6) months from
the Initial Effective Date or the most recent Additional Effective Date, as
applicable.

       

      e. "Additional Registrable
Securities" means any Cutback Shares not previously included on a
Registration Statement.

       

      f. "Additional Registration
Statement" means a registration statement or registration statements of
the Company filed under the 1933 Act covering any Additional Registrable
Securities.

       

      g. "Additional Required Registration
Amount" means any Cutback Shares not previously included on a
Registration Statement, all subject to adjustment as provided in Section 2(f), without
regard to any limitations on exercises of the Warrants.

       

      h. "Business Day" means any day
other than Saturday, Sunday or any other day on which commercial banks in the
City of New York are authorized or required by law to remain
closed.

       

      i. "Closing Date" shall have the
meaning set forth in the Warrantholder Rights Agreement.

       

      j. "Cutback Shares" means any of
the Initial Required Registration Amount (without regard to clause (II) in the
definition thereof) or the Additional Required Registration Amount of
Registrable Securities not included in all Registration Statements previously
declared effective hereunder as a result of a limitation on the maximum number
of shares of Common Stock of the Company permitted to be registered by the staff
of the SEC pursuant to Rule 415.  For the purpose of determining the
Cutback Securities, in order to determine any applicable Required Registration
Amount, unless an Investor gives written notice to the Company to the contrary
with respect to the allocation of its Cutback Shares, the Warrant Shares shall
be excluded on a pro rata basis until all of the Warrant Shares have been
excluded.

       

      k. "Effective Date" means the
Initial Effective Date and the Additional Effective Date, as
applicable.

       

      l. "Effectiveness Deadline" means
the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as
applicable.

       

      m. "Filing Deadline" means the
Initial Filing Deadline and the Additional Filing Deadline, as
applicable.

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      n. "Initial Effective Date" means
the date that the Initial Registration Statement has been declared effective by
the SEC.

       

      o. "Initial Effectiveness
Deadline" means the date (i) in the event that the Initial Registration
Statement is not subject to a full review by the SEC, sixty (60) calendar days
after the Closing Date or (ii) in the event that the Initial Registration
Statement is subject to a full review by the SEC, one hundred and twenty (120)
calendar days after the Closing Date.

       

      p. "Initial Filing Deadline" means
the date which is thirty (30) calendar days after the Closing Date.

       

      q. "Initial Registrable
Securities" for the Initial Registration Statement means (i) the Warrant
Shares issued or issuable upon exercise of the Warrants and (ii) any capital
stock of the Company issued or issuable, with respect to the Warrant Shares or
the Warrants as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without regard to any limitations on
exercise of the Warrants.

       

      r. "Initial Registration
Statement" means a registration statement or registration statements of
the Company filed under the 1933 Act covering the Initial Registrable
Securities.

       

      s. "Initial Required Registration
Amount" means the lesser of (I) 125% of the sum of the maximum number of
Warrant Shares issued and issuable pursuant to the Warrants as of the Trading
Day immediately preceding the applicable date of determination, all subject to
adjustment as provided in Section 2(f), without
regard to any limitations on exercises of the Warrants or (II) such other amount
as may be required by the staff of the SEC pursuant to Rule 415 with any cutback
applied pro rata to all Investors.

       

      t. "Investor" means a
Warrantholder or any transferee or assignee thereof to whom a Warrantholder
assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 9 and any
transferee or assignee thereof to whom a transferee or assignee assigns its
rights under this Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Section
9.

       

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

       

      v. "register," "registered," and "registration" refer to a
registration effected by preparing and filing one or more Registration
Statements in compliance with the 1933 Act and pursuant to Rule 415 and the
declaration or ordering of effectiveness of such Registration Statement(s) by
the SEC.

       

      w. "Registrable Securities" means
the Initial Registrable Securities and the Additional Registrable Securities
until, in each case, the earliest to occur of (i) the date on which such Initial
Registrable Securities or Additional Registrable Securities, as applicable, have
been effectively registered under the 1933 Act and sold or transferred pursuant
to a Registration Statement, (ii) the date on

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      which
such Initial Registrable Securities or Additional Registrable Securities, as
applicable, have been distributed to the public pursuant to Rule 144 under the
Act or saleable without the requirement to be in compliance with Rule 144(c)(1)
and otherwise without restriction or limitation pursuant to Rule 144 (or any
successor thereto) promulgated under the 1933 Act, (iii) the date on which such
Initial Registrable Securities or Additional Registrable Securities, as
applicable, cease to be outstanding, or (iv) the date one year after the
Issuance Date (as defined in the Warrant).

       

      x. "Registration Statement" means
the Initial Registration Statement and the Additional Registration Statement, as
applicable.

       

      y. "Required Holders" means the
holders of at least a majority of the Registrable Securities.

       

      z. "Required Registration Amount"
means either the Initial Required Registration Amount or the Additional Required
Registration Amount, as applicable.

       

      aa. "Rule 415" means Rule 415
promulgated under the 1933 Act or any successor rule providing for offering
securities on a continuous or delayed basis.

       

      bb. "SEC" means the United States
Securities and Exchange Commission.

       

      cc. "Trading Day" means any day on
which the Common Stock is traded on the Principal Market, or, if the Principal
Market (as defined in the Warrantholder Rights Agreement) is not the principal
trading market for the Common Stock, then on the principal securities exchange
or securities market on which the Common Stock is then traded; provided that
"Trading Day" shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the
Common Stock is suspended from trading during the final hour of trading on such
exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour
ending at 4:00:00 p.m., New York Time).

       

      2. Registration.

       

      a. Initial Mandatory
Registration.  The Company shall prepare, and, as soon as
practicable, but in no event later than the Initial Filing Deadline, file with
the SEC the Initial Registration Statement on Form S-3 covering the resale of
all of the Initial Registrable Securities.  In the event that Form S-3
is unavailable for such a registration, the Company shall use such other form as
is available for such a registration on another appropriate form reasonably
acceptable to the Required Holders, subject to the provisions of Section
2(e).  The Initial Registration Statement prepared pursuant
hereto shall register for resale at least the number of shares of Common Stock
equal to the Initial Required Registration Amount determined as of the date the
Initial Registration Statement is initially filed with the SEC.  The
Initial Registration Statement shall contain (except if otherwise directed by
the Required Holders) the "Selling Stockholders"
and "Plan of
Distribution" sections in substantially the form attached hereto as Exhibit B, unless
otherwise required by the SEC or unless otherwise reasonably directed by the
Required Holders in writing with only such changes as would typically be
contained in 

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      such "Selling
Shareholders" or "Plan of Distribution" sections.  The Company shall
use its reasonable best efforts to have the Initial Registration Statement
declared effective by the SEC as soon as practicable, but in no event later than
the Initial Effectiveness Deadline.  The Company shall use its
reasonable best efforts to file with the SEC in accordance with Rule 424 under
the 1933 Act the final prospectus to be used in connection with sales pursuant
to such Initial Registration Statement by 9:30 am on the Business Day following
the Effective Date, but in any case no later than the deadline required by
Rule 424.

       

      b. Additional Mandatory
Registrations.  The Company shall prepare, and, as soon as
practicable but in no event later than the Additional Filing Deadline, file with
the SEC an Additional Registration Statement on Form S-3 covering the resale of
all of the Additional Registrable Securities not previously registered on an
Additional Registration Statement hereunder.  To the extent the staff
of the SEC does not permit the Additional Required Registration Amount to be
registered on an Additional Registration Statement, the Company shall file
Additional Registration Statements successively trying to register on each such
Additional Registration Statement the maximum number of remaining Additional
Registrable Securities until the Additional Required Registration Amount has
been registered with the SEC.  In the event that Form S-3 is
unavailable for such a registration, the Company shall use such other form as is
available for such a registration on another appropriate form reasonably
acceptable to the Required Holders, subject to the provisions of Section
2(e).  Each Additional Registration Statement prepared pursuant
hereto shall register for resale at least that number of shares of Common Stock
equal to the Additional Required Registration Amount determined as of the date
such Additional Registration Statement is initially filed with the
SEC.  Each Additional Registration Statement shall contain (except if
otherwise directed by the Required Holders) the "Selling Stockholders"
and "Plan of
Distribution" sections in substantially the form attached hereto as Exhibit B, unless
otherwise required by the SEC or unless otherwise reasonably directed by the
Required Holders in writing with only such changes as would typically be
contained in such "Selling Shareholders" or "Plan of Distribution"
sections.  The Company shall use its reasonable best efforts to have
each Additional Registration Statement declared effective by the SEC as soon as
practicable, but in no event later than the Additional Effectiveness
Deadline.  The Company shall file with the SEC in accordance with Rule
424 under the 1933 Act the final prospectus to be used in connection with sales
pursuant to such Additional Registration Statement by 9:30 am on the Business
Day following the Effective Date, but in any case no later than the deadline
required by Rule 424.

       

      c. Allocation of Registrable
Securities.  The initial number of Registrable Securities
included in any Registration Statement and any increase or decrease in the
number of Registrable Securities included therein shall be allocated pro rata
among the Investors based on the number of Registrable Securities held by each
Investor at the time the Registration Statement covering such initial number of
Registrable Securities or increase or decrease thereof is declared effective by
the SEC.  In the event that an Investor sells or otherwise transfers
any of such Investor's Registrable Securities, each transferee that becomes an
Investor shall be allocated a pro rata portion of the then remaining number of
Registrable Securities included in such Registration Statement for such
transferor.  Any shares of Common Stock included in a Registration
Statement and which remain allocated to any Person which ceases to hold any
Registrable Securities covered by such Registration Statement shall be allocated
to the remaining Investors, pro rata based on the number of Registrable
Securities then held by such
Investors which are covered by such Registration Statement.  In no
event shall the Company include any securities other than Registrable Securities
on any Registration Statement without the prior written consent of the Required
Holders.

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      d. Legal
Counsel.  Subject to Section 5 hereof, the
Required Holders shall have the right to select one legal counsel to review and
oversee any registration pursuant to this Section 2 ("Legal Counsel"), which shall
be Schulte Roth & Zabel LLP or such other counsel as thereafter designated
by the Required Holders.  The Company and Legal Counsel shall
reasonably cooperate with each other in performing the Company's obligations
under this Agreement.

       

      e. Ineligibility for Form
S-3.  In the event that Form S-3 is not available for the
registration of the resale of Registrable Securities hereunder, the Company
shall (i) register the resale of the Registrable Securities on another
appropriate form reasonably acceptable to the Required Holders and (ii)
undertake to register the Registrable Securities on Form S-3 as soon as such
form is available, provided that the Company shall use its reasonable best
efforts to 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.

       

      f. Sufficient Number of Shares
Registered.  In the event the number of shares available under
a Registration Statement filed pursuant to Section 2(a) or Section 2(b) is
insufficient to cover all of the Registrable Securities required to be covered
by such Registration Statement or an Investor's allocated portion of the
Registrable Securities pursuant to Section 2(c), the
Company shall amend the applicable Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover at least the Required Registration Amount as of the Trading
Day immediately preceding the date of the filing of such amendment or new
Registration Statement, in each case, as soon as practicable, but in any event
not later than fifteen (15) days after the necessity therefor
arises.  The Company shall use its reasonable best efforts to cause
such amendment and/or new Registration Statement to become effective as soon as
practicable following the filing thereof.  For purposes of the
foregoing provision, the number of shares available under a Registration
Statement shall be deemed "insufficient to cover all of the Registrable
Securities" if at any time the number of shares of Common Stock available for
resale under the Registration Statement is less than the product determined by
multiplying (i) the Required Registration Amount as of such time by (ii)
0.90.  The calculation set forth in the foregoing sentence shall be
made without regard to any limitations on exercise of the Warrants and such
calculation shall assume that the Warrants are then exercisable for shares of
Common Stock at the then prevailing Exercise Price (as defined in the
Warrants).

       

      g. Effect of Failure to File
and Obtain and Maintain Effectiveness of Registration
Statement.  If (i) a Registration Statement covering all of the
Registrable Securities required to be covered thereby and required to be filed
by the Company pursuant to this Agreement is (A) not filed with the SEC on or
before the respective Filing Deadline (a "Filing Failure") or (B) not
declared effective by the SEC on or before the respective Effectiveness Deadline
(an "Effectiveness
Failure") or (ii) on any day after the Effective Date sales of all of the
Registrable Securities required to be included on such Registration Statement
cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))
pursuant to such Registration Statement or otherwise  (including,


       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      without
limitation, because of the suspension of trading or any other limitation imposed
by an Eligible Market (as defined in the Warrantholder Rights Agreement), a
failure to keep such Registration Statement effective, a failure to disclose
such information as is necessary for sales to be made pursuant to such
Registration Statement, a failure to register a sufficient number of shares of
Common Stock or to maintain the listing of the Common Stock) (a "Maintenance Failure") then, as
relief for the damages to any holder by reason of any such delay in or reduction
of its ability to sell the underlying shares of Common Stock (which remedy shall
be exclusive of any other monetary remedies available, excluding laws of
specific performance), the Company shall pay to each holder of Registrable
Securities relating to such Registration Statement an amount in cash equal to
one percent (1.0%) of the aggregate Purchase Price (as such term is defined in
the Warrantholder Rights Agreement) of such Investor's Registrable Securities
whether or not included in such Registration Statement, on each of the following
dates:  (i) the day of a Filing Failure; (ii) the day of an
Effectiveness Failure; (iii) the initial day of a Maintenance Failure; (iv) on
every thirtieth day after the day of a Filing Failure and thereafter (pro rated
for periods totaling less than thirty days) until such Filing Failure is cured;
(v) on every thirtieth day after the day of an Effectiveness Failure and
thereafter (pro rated for periods totaling less than thirty days) until such
Effectiveness Failure is cured; and (vi) on every thirtieth day after the
initial day of a Maintenance Failure and thereafter (pro rated for periods
totaling less than thirty days) until such Maintenance Failure is cured;
provided that at no time shall the Company be required to make payments pursuant
to the terms hereof in excess of one percent (1.0%).  The payments to
which a holder shall be entitled pursuant to this Section 2(g) are
referred to herein as "Registration Delay
Payments".  Registration Delay Payments shall be paid within
three (3) Business Days of the earlier of (I) the dates set forth above and (II)
the third Business Day after the event or failure giving rise to the
Registration Delay Payments is cured.  In the event the Company fails
to make Registration Delay Payments in a timely manner, such Registration Delay
Payments shall bear interest at the rate of one percent (1.0%) per month
(prorated for partial months) until paid in full.

       

      3. Related
Obligations.

       

      At such
time as the Company is obligated to file a Registration Statement with the SEC
pursuant to Section
2(a), 2(b), 2(e) or 2(f), the Company
will use its reasonable best efforts to effect the registration of the
Registrable Securities in accordance with the intended method of disposition
thereof and, pursuant thereto, the Company shall have the following
obligations:

       

      a. The
Company shall use its reasonable best efforts to promptly prepare and file with
the SEC a Registration Statement with respect to the Registrable Securities and
use its reasonable best efforts to cause such Registration Statement relating to
the Registrable Securities to become effective as soon as reasonably practicable
after such filing (but in no event later than the Effectiveness
Deadline).  The Company shall keep each Registration Statement
effective pursuant to Rule 415 at all times until the earlier of (i) the date as
of which the Investors may sell all of the Registrable Securities covered by
such Registration Statement without restriction or limitation pursuant to Rule
144 and without the requirement to be in compliance with Rule 144(c)(1) (or any
successor thereto) promulgated under the 1933 Act or (ii) the date on which the
Investors shall have sold all of the Registrable Securities covered by such
Registration Statement (the "Registration
Period").  The Company shall ensure 

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      that each
Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein (in the case of prospectuses, in the
light of the circumstances in which they were made) not misleading (assuming
that all information provided by the Warrantholders are accurate in all material
respects).  The term "reasonable best efforts" shall mean, among other
things, that the Company shall submit to the SEC, within three (3) Business Days
after the later of the date that (i) the Company learns that no review of a
particular Registration Statement will be made by the staff of the SEC or that
the staff has no further comments on a particular Registration Statement, as the
case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c) (which
approval is immediately sought), a request for acceleration of effectiveness of
such Registration Statement to a time and date not later than two (2) Business
Days after the submission of such request.  The Company shall respond
in writing to comments made by the SEC in respect of a Registration Statement as
soon as practicable, but in no event later than twenty (20) days after the
receipt of comments by or notice from the SEC that an amendment is required in
order for a Registration Statement to be declared effective.

       

      b. The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be
necessary to keep such Registration Statement effective at all times during the
Registration Period, and, during such period, comply with the provisions of the
1933 Act with respect to the disposition of all Registrable Securities of the
Company covered by such Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth in
such Registration Statement.  In the case of amendments and
supplements to a Registration Statement which are required to be filed pursuant
to this Agreement (including pursuant to this Section 3(b)) by
reason of the Company filing a report on Form 10-Q, Form 10-K or any analogous
report under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall
have incorporated such report by reference into such Registration Statement, if
applicable, or shall file such amendments or supplements with the SEC within
three (3) Business Days of the day on which the 1934 Act report is filed which
created the requirement for the Company to amend or supplement such Registration
Statement.

       

      c. The
Company shall (A) permit Legal Counsel to review and comment upon (i) a
Registration Statement at least five (5) Business Days prior to its filing with
the SEC and (ii) all amendments and supplements to all Registration Statements
(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and any similar or successor reports) within a reasonable
number of days prior to their filing with the SEC, and (B) not file any
Registration Statement or amendment or supplement thereto in a form to which
Legal Counsel reasonably objects.  The Company shall not submit a
request for acceleration of the effectiveness of a Registration Statement or any
amendment or supplement thereto without the prior approval of Legal Counsel,
which consent shall not be unreasonably withheld.  The Company shall
furnish to Legal Counsel, without charge, (i) copies of any correspondence
from the SEC or the staff of the SEC to the Company 

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      or its
representatives relating to any Registration Statement, (ii) unless the
following are filed with the SEC through EDGAR and are available to the public
through the EDGAR system, promptly after the same is prepared and filed with the
SEC, one copy of any Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by reference, if requested by an Investor, and all exhibits and (iii) upon the
effectiveness of any Registration Statement, one copy of the prospectus included
in such Registration Statement and all amendments and supplements
thereto.  The Company shall reasonably cooperate with Legal Counsel in
performing the Company's obligations pursuant to this Section
3.

       

      d. The
Company shall furnish to each Investor whose Registrable Securities are included
in any Registration Statement, without charge, upon written request by such
Investor, (i) promptly after the same is prepared and filed with the SEC, at
least one copy of such Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by reference, if requested by an Investor, all exhibits and each preliminary
prospectus, (ii) upon the effectiveness of any Registration Statement, one (1)
copy of the prospectus included in such Registration Statement and all
amendments and supplements thereto (or such other number of copies as such
Investor may reasonably request) and (iii) such other documents, including
copies of any preliminary or final prospectus, as such Investor may reasonably
request from time to time in order to facilitate the disposition of the
Registrable Securities owned by such Investor.

       

      e. The
Company shall use its reasonable best efforts to (i) register and qualify,
unless an exemption from registration and qualification applies, the resale by
Investors of the Registrable Securities covered by a Registration Statement
under such other securities or "blue sky" laws of all applicable jurisdictions
in the United States, (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(e), (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 Legal Counsel and
each Investor 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.

       

      f. The
Company shall notify Legal Counsel and each Investor in writing of the happening
of any event, as promptly as practicable after becoming aware of such 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 the light of the circumstances under which they were
made, not misleading (provided that in no event shall such notice contain any
material, nonpublic information), and,

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      subject
to Section
3(r), promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission and deliver one (1) copy
of such supplement or amendment to Legal Counsel and each Investor in PDF format
via electronic mail.  The Company shall also promptly notify Legal
Counsel  and each Investor named in any Registration Statement which
has provided in writing to the Company a telephone or facsimile number or
electronic address or mailing address for notices 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 (notification of such effectiveness shall be delivered to Legal
Counsel and each Investor by facsimile or e-mail on the same day of such
effectiveness and by overnight mail), (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.  The Company shall use its reasonable best efforts to
file with the SEC in accordance with Rule 424 under the 1933 Act the final
prospectus to be used in connection with sales pursuant to such Registration
Statement by 9:30 am on the Business Day following the Effective Date, but in
any case no later than the deadline required by Rule 424.

       

      g. 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 use reasonable
efforts promptly to obtain the withdrawal of such order or suspension and to
notify Legal Counsel and each Investor named in any Registration Statement which
has provided in writing to the Company a telephone or facsimile number or
electronic address or mailing address for notices 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.

       

      h. If any
Investor is required under applicable securities laws to be described in the
Registration Statement as an underwriter, at the reasonable request of such
Investor, the Company shall furnish to such Investor, on the date of the
effectiveness of the Registration Statement and thereafter from time to time on
such dates as an Investor may reasonably request (i) a letter, dated such date,
from the Company's independent certified public accountants in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the Investors, and
(ii) an opinion, dated as of such date, of counsel representing the Company for
purposes of such Registration Statement, in form, scope and substance as is
customarily given to selling securityholders in such transactions, addressed to
the Investors.

       

      i. If any
Investor is required under applicable securities laws to be described in the
Registration Statement as an underwriter, the Company shall make available for
inspection by (i) such Investor, (ii) Legal Counsel for such Investor and (iii)
one firm of accountants or other agents retained by such Investors
(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, and cause the Company's officers,
directors and employees to supply all information which any Inspector may
reasonably request; provided, however, that each Inspector shall agree to hold
in strict confidence and shall not make any disclosure

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      (except
to an Investor) 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 1933 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 Agreement.  Each Investor 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 Investor) shall be
deemed to limit the Investors' ability to sell Registrable Securities in a
manner which is otherwise consistent with applicable laws and
regulations.

       

      j. The
Company shall hold in confidence and not make any disclosure of information
concerning an Investor 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 Agreement or any other
agreement.  The Company agrees that it shall, upon learning that
disclosure of such information concerning an Investor is sought in or by a court
or governmental body of competent jurisdiction or through other means, give
prompt written notice to such Investor and allow such Investor, at the
Investor's expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.

       

      k. The
Company shall use its best efforts either to (i) cause all of the Registrable
Securities covered by a Registration Statement to be listed on each securities
exchange on which securities of the same class or series issued by the Company
are then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange or (ii) secure the inclusion for
quotation of all of the Registrable Securities on The NASDAQ Global Market or
(iii) if, despite the Company's best efforts, the Company is unsuccessful in
satisfying the preceding clauses (i) and (ii), to secure the inclusion for
quotation on The NASDAQ Global Select Market, The New York Stock Exchange, The
NASDAQ Capital Market or the American Stock Exchange for such Registrable
Securities and, without limiting the generality of the foregoing, to use its
best efforts to arrange for at least two market makers to register with the
Financial Industry Regulatory Authority ("FINRA") as such with respect
to such Registrable Securities.  The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section
3(k).

       

      l. The
Company shall cooperate with the Investors who hold Registrable Securities being
offered and, to the extent applicable, facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates
to be in such denominations or amounts, as the case may be, as the Investors may
reasonably request and registered in such names as the Investors may
request.

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      m. If
requested by an Investor in writing, the Company shall as soon as practicable
(i) incorporate in a prospectus supplement or post-effective amendment such
information as an Investor reasonably requests to 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 offered or sold, the purchase price being paid therefor and any other
terms of the offering of the Registrable Securities to be sold in such offering;
(ii) make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or make
amendments to any Registration Statement relating to the sale or distribution of
Registrable Securities if reasonably requested by an Investor holding any
Registrable Securities.

       

      n. The
Company shall use its best efforts to cause the Registrable Securities covered
by a Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities.

       

      o. The
Company shall make generally available to its security holders as soon as
practical, but not later than ninety (90) days after the close of the period
covered thereby, an earnings statement (in form complying with, and in the
manner provided by, the provisions of Rule 158 under the 1933 Act) covering a
twelve-month period beginning not later than the first day of the Company's
fiscal quarter next following the applicable Effective Date of a Registration
Statement.

       

      p. The
Company shall otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC in connection with any registration
hereunder in all material respects.

       

      q. Within
two (2) Business Days after a Registration Statement which covers Registrable
Securities is ordered effective by the SEC, the Company shall deliver to the
transfer agent for such Registrable Securities confirmation that such
Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit
A.

       

      r. Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the
Company may suspend sales of Registrable Securities by suspending the
effectiveness of the Registration Statement or otherwise, for any valid and
important business reason, if it is determined in the good faith opinion of the
Board of Directors of the Company, in consultation with the Company’s legal
counsel, to be in the best interest of the Company to do so (a "Grace Period"); provided, that
the Company shall promptly (i) notify the Investors in writing of the invocation
of a Grace Period (provided that in each notice the Company will not disclose
the content of such material, non-public information to the Investors) and the
date on which the Grace Period will begin, and (ii) notify the Investors in
writing of the date on which the Grace Period ends; and, provided further, that
no Grace Period shall exceed fifteen 15) consecutive days and during any three
hundred sixty five (365) 

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      day
(period such Grace Periods shall not exceed an aggregate of forty (40) days
(each, an "Allowable Grace
Period").  For purposes of determining the length of a Grace
Period above, the Grace Period shall begin on and include the date the Investors
receive the notice referred to in clause (i) and shall end on and include the
later of the date the Investors receive the notice referred to in clause (ii)
and the date referred to in such notice.  The provisions of Section 3(g) hereof
shall not be applicable during the period of any Allowable Grace
Period.  Upon expiration of the Grace Period, the Company shall again
be bound by the first sentence of Section 3(f) with
respect to the information giving rise thereto unless such material, non-public
information is no longer applicable.  Notwithstanding anything to the
contrary, the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Investor in accordance with the
terms of the Warrantholder Rights Agreement in connection with any sale of
Registrable Securities with respect to which an Investor has entered into a
contract for sale, prior to the Investor's receipt of the notice of a Grace
Period and for which the Investor has not yet settled.

       

      s. Neither
the Company nor any Subsidiary or affiliate thereof shall identify any Investor
as an underwriter without such Investor's prior written consent, which consent
shall not be unreasonably withheld, in any public disclosure or filing with the
SEC or any Principal Market (as defined in the Warrantholder Rights Agreement)
or Eligible Market and any Warrantholder being deemed an underwriter by the SEC
shall not relieve the Company of any obligations it has under this Agreement or
any other Transaction Document (as defined in the Warrantholder Rights
Agreement); provided, however, that the
foregoing shall not prohibit the Company from including the disclosure found in
the "Plan of Distribution" section attached hereto as Exhibit B in the
Registration Statement.

       

      4. Obligations of the
Investors.

       

      a. At least
five (5) Business Days prior to the first anticipated filing date of a
Registration Statement, the Company shall notify each Investor in writing of the
information the Company requires from each such Investor if such Investor elects
to have any of such Investor's Registrable Securities included in such
Registration Statement.  It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular Investor
that such Investor shall furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it, and such other
information, if any, as shall be reasonably required to effect and maintain the
effectiveness of the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request.

       

      b. Each
Investor, by such Investor's acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of any Registration Statement hereunder, unless
such Investor has notified the Company in writing of such Investor's election to
exclude all of such Investor's Registrable Securities from such Registration
Statement.

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      c. Each
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(g) or the
first sentence of Section 3(f) or if
the Investor receives a notice from the Company that a Grace Period is in
effect, such Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable
Securities until such Investor's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3(g) or the
first sentence of Section 3(f) or
receipt of notice that no supplement or amendment is
required.  Notwithstanding anything to the contrary, the Company shall
cause its transfer agent to deliver unlegended shares of Common Stock to a
transferee of an Investor in accordance with the terms of the Warrantholder
Rights Agreement in connection with any sale of Registrable Securities with
respect to which an Investor has entered into a contract for sale prior to the
Investor's receipt of a notice from the Company of the happening of any event of
the kind described in Section 3(g) or the
first sentence of Section 3(f) and for
which the Investor has not yet settled.

       

      d. Each
Investor covenants and agrees that it will comply with the prospectus delivery
requirements of the 1933 Act as applicable to it or an exemption therefrom in
connection with sales of Registrable Securities pursuant to the Registration
Statement.

       

      5. Expenses of
Registration.

       

      All
reasonable expenses, other than underwriting discounts and commissions, incurred
in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees, printers and
accounting fees, and fees and disbursements of counsel for the Company shall be
paid by the Company.  The Company shall also reimburse the Investors
for the fees and disbursements of Legal Counsel in connection with registration,
filing or qualification pursuant to Sections 2 and 3 of this Agreement
which amount shall be limited to $10,000 for each such registration, filing or
qualification.

       

      6. Indemnification.

       

      In the
event any Registrable Securities are included in a Registration Statement under
this Agreement:

       

      a. To the
fullest extent permitted by law, the Company will, and hereby does, indemnify,
hold harmless and defend each Investor, the directors, officers, members,
partners, employees, agents, representatives of, and each Person, if any, who
controls any Investor within the meaning of the 1933 Act or the 1934 Act (each,
an "Indemnified
Person"), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in
settlement or expenses, joint or several, (collectively, "Claims") incurred in
investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto ("Indemnified Damages"), to
which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon:  (i) any untrue statement or alleged untrue
statement of a material fact  in a Registration

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      Statement
or any post-effective amendment thereto or in any filing made in connection with
the qualification of the offering under the securities or other "blue sky" laws
of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement or (iv) any violation of this
Agreement by the Company (the matters in the foregoing clauses (i) through (iv)
being, collectively, "Violations").  Subject
to Section
6(c), the Company shall reimburse the Indemnified Persons, promptly as
such expenses are incurred and are due and payable, for any legal fees or other
reasonable expenses incurred by them in connection with investigating or
defending any such Claim.  Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section
6(a):  (i) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by such
Indemnified Person for such Indemnified Person expressly for use in connection
with the preparation of the Registration Statement or any such amendment thereof
or supplement thereto, if such prospectus was timely made available by the
Company pursuant to Section 3(d); and
(ii) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld or delayed.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section
9.

       

      b. In
connection with any Registration Statement in which an Investor is
participating, each such Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set
forth in Section
6(a), the Company, each of its directors, each of its officers who signs
the Registration Statement and each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against
any Claim or Indemnified Damages to which any of them may become subject, under
the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation occurs in reliance upon and
in conformity with written information furnished to the Company by such Investor
expressly for use in connection with such Registration Statement; and, subject
to Section
6(c), such Investor shall reimburse the Indemnified Party, for any legal
or other expenses reasonably incurred by an Indemnified Party in connection with
investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not
apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of such Investor, which
consent shall not be unreasonably withheld or delayed; provided, further,
however, that the Investor shall be liable under this Section 6(b) for only
that amount of a Claim or Indemnified Damages as does not exceed the net
proceeds to such Investor as a result of the sale of Registrable Securities
pursuant to such Registration Statement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such Indemnified Party and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section
9.

         

      

       

      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      c. Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice
of the commencement of any action or proceeding (including any governmental
action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to
the indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses of not more than one counsel for all such
Indemnified Person or Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding.  In the
case of an Indemnified Person, legal counsel referred to in the immediately
preceding sentence shall be selected by the Investors holding at least a
majority in
interest of the Registrable Securities included in the Registration Statement to
which the Claim relates.  The Indemnified Party or Indemnified Person
shall cooperate reasonably with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to
the Indemnified Party or Indemnified Person which relates to such action or
Claim.  The indemnifying party shall keep the Indemnified Party or
Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto.  No indemnifying
party shall be liable for any settlement of any action, claim or proceeding
effected without its prior written consent, provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its
consent.  No indemnifying party shall, without the prior written
consent of the Indemnified Party or Indemnified Person, consent to entry of any
judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in
respect to such Claim or litigation, and such settlement shall not include any
admission as to fault on the part of the Indemnified Party.  Following
indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made.  The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action shall not relieve such indemnifying party of any liability to
the
Indemnified Person or Indemnified Party under this Section 6, except to
the extent that the indemnifying party is prejudiced in its ability to defend
such action.

       

      d. The
indemnification required by this Section 6 shall be
made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills reasonably detailed and itemized are
received or Indemnified Damages are incurred.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      e. The
indemnity agreements contained herein shall be in addition to  (i) any
cause of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.

       

      7. Contribution.

       

      To the
extent any indemnification by an indemnifying party is prohibited or limited by
law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that:  (i) no
Person involved in the sale of Registrable Securities which Person is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) in connection with such sale shall be entitled to contribution from any
Person involved in such sale of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the amount of net proceeds received by
such seller from the sale of such Registrable Securities pursuant to such
Registration Statement.

       

      8. Reports Under the 1934
Act.

       

      With a
view to making available to the Investors the benefits of Rule 144 promulgated
under the 1933 Act or any other similar rule or regulation of the SEC that may
at any time permit the Investors 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 1933 Act and the 1934 Act so long as the Company remains
subject to such requirements and the filing of such reports and other documents
is required for the applicable provisions of Rule 144; and

       

      c. furnish
to each Investor so long as such Investor owns Registrable Securities, promptly
upon written request, (i) a written statement by the Company, if true, that it
has complied with the reporting requirements of Rule 144, the 1933 Act and the
1934 Act, (ii) unless the following are filed with the SEC through EDGAR and are
available to the public through the EDGAR system, 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 Investors to sell such securities pursuant to Rule 144
without registration.

       


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      9. Assignment of Registration
Rights.

       

      The
rights under this Agreement shall be automatically assignable by the Investors
to any transferee of all or any portion of such Investor's Registrable
Securities if:  (i) the Investor agrees in writing with the transferee
or assignee 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 or assignee, and
(b) the securities with respect to which such registration rights are being
transferred or assigned; (iii) immediately following such transfer or assignment
the further disposition of such securities by the transferee or assignee is
restricted under the 1933 Act or 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 or assignee agrees in writing with the
Company to be bound by all of the provisions contained herein; and (v) such
transfer shall have been made in accordance with the applicable requirements of
the Warrantholder Rights Agreement.

       

      10. Amendment of Registration
Rights.

       

      Provisions
of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Required
Holders.  Any amendment or waiver effected in accordance with this
Section 10
shall be binding upon each Investor and the Company.  No such
amendment shall be effective to the extent that it applies to less than all of
the holders of the Registrable Securities.  No consideration shall be
offered or paid to any Person to amend or consent to a waiver or modification of
any provision of this Agreement unless the same consideration also is offered to
all of the parties to this Agreement.

       

      11. Miscellaneous.

       

      a. A Person
is deemed to be a holder of Registrable Securities whenever such Person owns or
is deemed to own of record such Registrable Securities.  If the
Company receives conflicting instructions, notices or elections from two or more
Persons with respect to the same Registrable Securities, the Company shall act
upon the basis of instructions, notice or election received from such record
owner of such Registrable Securities.

       

      b. Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered:  (i) upon receipt, when delivered personally;
(ii) upon receipt, when sent by facsimile (provided confirmation of transmission
is mechanically or electronically generated and kept on file by the sending
party); or (iii) one Business Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same.  The addresses and facsimile numbers for such
communications shall be:

       


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                If
      to the Company:

              	
                Monaco
      Coach Corporation

                91320
      Industrial Way

                Coburg,
      Oregon 97408

                Telephone:
      (541) 681-8080

                Facsimile:
      (541) 681-8040

                Attention:
      Chief Financial Officer

              
	
                with
      a copy to:

              	
                Wilson
      Sonsini Goodrich & Rosati

                650
      Page Mill Road

                Palo
      Alto, CA  94304

                Telephone:  (650)
      493-9300

                Facsimile:  (650)
      493-6811

                Attention:  Andrew
      J. Hirsch

              
	
                If
      to the Transfer Agent:

              	
                Wells
      Fargo Shareowner Services

                550
      California Street, 10th Floor

                San
      Francisco, CA  94104-1004

                Attention:  Pamela
      E. Herlich

                Telephone:
      (415) 396-7485

                Facsimile:
      (415) 975-6668

              
	
                If
      to Warrantholder:

              	
                Ableco
      Holding LLC

                299
      Park Avenue, 22nd
      Floor

                New
      York, New York  10171

                Attention:  Daniel
      E. Wolf

                Telephone:  212-891-2100

                Telecopier:  212-891-1541

              
	
                with
      a copy to:

              	
                Cerberus
      California, Inc.

                11812
      San Vicente Blvd., Suite 300

                Los
      Angeles, California 90049

                Attention:
      Kevin Cross and Alex Raskin

                Telephone:  (310)
      826-9200

                Facsimile:  (310)
      826-9203

                 

                Schulte
      Roth & Zabel LLP

                919
      Third Avenue

                New
      York, New York 10022

                Telephone:
      (212) 756-2000

                Facsimile:
      (212) 593-5955

                Attention:
      Frederic L. Ragucci, Esq.

              


      

      



      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      Written
confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by
the sender's facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by a
courier or overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.

       

      Any
document shall be deemed to have been duly served if marked for the attention of
the agent for service of process at its address (as set forth in Section 11(d)) or
such other address in the United States as may be notified to the party wishing
to serve the document and delivered in accordance with the notice provisions set
forth in this Section
11(b).

      


      If the
Company's agent for service of process at any time ceases for any reason to act
as such, the Company shall appoint a replacement agent having an address for
service in the United States and shall notify each Warrantholder in writing of
the name and address of the replacement agent.  Failing such
appointment and notification, each Warrantholder shall be entitled by notice to
the Company to appoint a replacement agent to act on the Company's
behalf.  The provisions of this Section 11(b)
applying to service on an agent for service of process apply equally to service
on a replacement agent.

       

                  c. Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.

       

      d. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of
New York.  Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

       


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      e. If any
provision of this Agreement is prohibited by law or otherwise determined to be
invalid or unenforceable by a court of competent jurisdiction, the provision
that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the
validity of the remaining provisions of this Agreement so long as this Agreement
as so modified continues to express, without material change, the original
intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not
substantially impair the respective expectations or reciprocal obligations of
the parties or the practical realization of the benefits that would otherwise be
conferred upon the parties.  The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to
that of the prohibited, invalid or unenforceable provision(s).

       

      f. This
Agreement, the other Transaction Documents (as defined in the Warrantholder
Rights Agreement) and the instruments referenced herein and therein constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof.  There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein and
therein.  This Agreement, the other Transaction Documents and the
instruments referenced herein and therein supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof and thereof.

       

      g. Subject
to the requirements of Section 9, this
Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of each of the parties hereto.

       

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

       

      i. This
Agreement may be executed in identical counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
agreement.  This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

       

      j. Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.

       

      k. All
consents and other determinations required to be made by the Investors pursuant
to this Agreement shall be made, unless otherwise specified in this Agreement,
by the Required Holders.

       


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      l. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent and no rules of strict construction will
be applied against any party.

       

      m. This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person.

       

      n. The
obligations of each Investor hereunder are several and not joint with the
obligations of any other Investor, and no provision of this Agreement is
intended to confer any obligations on any Investor vis-à-vis any other
Investor.  Nothing contained herein, and no action taken by any
Investor pursuant hereto, shall be deemed to constitute the Investors as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Investors are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated
herein.

       

      o. Unless
otherwise indicated, all dollar amounts referred to in this Agreement are in
United States Dollars.  All amounts owing under this Agreement shall
be paid in US dollars.  All amounts denominated in other currencies
shall be converted in the US dollar equivalent amount in accordance with the
Exchange Rate on the date of calculation.  "Exchange Rate" means, in
relation to any amount of currency to be converted into US dollars pursuant to
this Agreement, the US dollar exchange rate as published in The Wall Street
Journal on the relevant date of calculation.

       

      p. Judgment
Currency.

       

      i. If for
the purpose of obtaining or enforcing judgment against the Company in any court
in any jurisdiction it becomes necessary to convert into any other currency
(such other currency being hereinafter in this Section 11(p)
referred to as the "Judgment
Currency") an amount due in US Dollars under this Agreement, the
conversion shall be made at the Exchange Rate prevailing on the Business Day
immediately preceding:

       

      (a)         the
date of actual payment of the amount due, in the case of any proceeding in the
courts of New York or in the courts of any other jurisdiction that will give
effect to such conversion being made on such date: or

       

      (b)         the
date on which the foreign court determines, in the case of any proceeding in the
courts of any other jurisdiction (the date as of which such conversion is made
pursuant to this Section being hereinafter referred to as the "Judgment Conversion
Date").

       


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      ii. If in the
case of any proceeding in the court of any jurisdiction referred to in Section 11(p)(i)(b)
above, there is a change in the Exchange Rate prevailing between the Judgment
Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the
amount paid in the Judgment Currency, when converted at the Exchange Rate
prevailing on the date of payment, will produce the amount of US Dollars which
could have been purchased with the amount of Judgment Currency stipulated in the
judgment or judicial order at the Exchange Rate prevailing on the Judgment
Conversion Date.

       

      iii. Any
amount due from the Company under this provision shall be due as a separate debt
and shall not be affected by judgment being obtained for any other amounts due
under or in respect of this Agreement.

       

       

      * * * * *
*

       

      [Signature Page
Follows]

      



      
        
           


        

        
          23 


          
            

          

        

        
           


        

      

    

     

     

    IN WITNESS WHEREOF, each
Warrantholder and the Company have caused their respective signature page to
this Registration Rights Agreement to be duly executed as of the date first
written above.

     

    
       

      
        
          
            	 	COMPANY:
	 	
                    MONACO
      COACH CORPORATION

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ P. Martin Daley

                  
	 
      	 
      	
                    Name:  P.
      Martin Daley

                  
	 
      	 
      	
                    Title:  Vice
      President

                  


          

          

 

        

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    


    IN WITNESS WHEREOF, each
Warrantholder and the Company have caused their respective signature page to
this Registration Rights Agreement to be duly executed as of the date first
written above.

     

    
       

      
        
          
            	 
      	
                    WARRANTHOLDER:

                  
	 
      	ABLECO
      HOLDING LLC
	 	 
	 	 
	 
      	
                    By:

                  	
                    /s/ Stephen A. Feinberg

                  
	 
      	 
      	
                    Name:  Stephen
      A. Feinberg

                  
	 
      	 
      	
                    Title:  Chief
      Executive Officer

                  


          

          
 

        

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    SCHEDULE OF
WARRANTHOLDERS

     

    


    
      	
              
                 

                Warrantholder

              

            	
              
                Warrantholder
      Address

                and
      Facsimile Number

              

            	
              
                Warrantholder's
      Representative's Address and Facsimile Number

              

            
	
              Ableco
      Holding LLC

            	
              Ableco
      Holding LLC

              299
      Park Avenue, 22nd
      Floor

              New
      York, New York  10171

              Attention:  Daniel
      E. Wolf

              Telephone:  212-891-2100

              Telecopier:  212-891-1541

            	
              Schulte
      Roth & Zabel LLP

              919
      Third Avenue

              New
      York, NY 10022

              Attn:  Frederic
      L. Ragucci, Esq.

              Facsimile:  (212)
      593-5955

              Telephone:  (212)
      756-2000

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    EXHIBIT
A

    


    FORM OF NOTICE OF
EFFECTIVENESS

     

    OF REGISTRATION
STATEMENT

     

    Wells
Fargo Shareowner Services

    550
California Street, 10th Floor

    San
Francisco, CA  94104-1004

    Attention:
Pamela E. Herlich

    
 

    Re:           Monaco
Coach Corporation

     

    Ladies
and Gentlemen:

     

    [We
are][I am] counsel to Monaco Coach Corporation, a Delaware corporation (the
"Company"), and have
represented the Company in connection with that certain Financing Agreement (the
"Financing Agreement")
entered into by and among by and among the Company and certain of its
Subsidiaries, the other lenders from time to time party thereto and the
warrantholders named therein (collectively, the "Holders") pursuant to which
the Company issued to the Holders warrants exercisable for shares of Common
Stock (the "Warrants").  Pursuant
to the Financing Agreement, the Company also has entered into a Registration
Rights Agreement with the Holders (the "Registration Rights
Agreement") pursuant to which the Company agreed, among other things, to
register the Registrable Securities (as defined in the Registration Rights
Agreement), including the shares of Common Stock issuable upon exercise of the
Warrants, under the Securities Act of 1933, as amended (the "1933 Act").  In
connection with the Company's obligations under the Registration Rights
Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
on Form S-3 (File No. 333-_____________) (the "Registration Statement") with
the Securities and Exchange Commission (the "SEC") relating to the
Registrable Securities which names each of the Holders as a selling stockholder
thereunder.

     

    In
connection with the foregoing, [we][I] advise you that a member of the SEC's
staff has advised [us][me] by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS] and
[we][I] have no knowledge, after telephonic inquiry of a member of the SEC's
staff, that any stop order suspending its effectiveness has been issued or that
any proceedings for that purpose are pending before, or threatened by, the SEC
and the Registrable Securities are available for resale under the 1933 Act
pursuant to the Registration Statement.

     

    
       

      
        	 
      	
                Very
      truly yours,

              
	 
      	 
      
	 
      	
                [ISSUER’S
      COUNSEL]

              
	 
      	 
      
	 
      	
                By:  

              	 
      


      

CC:           [LIST NAMES OF
HOLDERS]

    


    


    
      
        
           


        

        
          1 


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

    


    SELLING
STOCKHOLDERS

     

    The
shares of common stock being offered by the selling stockholders are those
issuable to the selling stockholders upon exercise of the
warrants.  For additional information regarding the issuance of those
warrants, see "Private Placement of Warrants" above.  We are
registering the shares of common stock in order to permit the selling
stockholders to offer the shares for resale from time to time.  Except
for the ownership of the shares of common stock and the warrants issued pursuant
to the Financing Agreement, the selling stockholders have not had any material
relationship with us within the past three years.

     

    The table
below lists the selling stockholders and other information regarding the
beneficial ownership of the shares of common stock by each of the selling
stockholders.  The second column lists the number of shares of common
stock beneficially owned by each selling stockholder, based on its ownership of
the warrants, as of ________, 2008, assuming exercise of the warrants held by
the selling stockholders on that date.

     

    The third
column lists the shares of common stock being offered by this prospectus by the
selling stockholders.

     

    Because
the exercise price of the warrants may be adjusted, the number of shares that
will actually be issued may be more or less than the number of shares being
offered by this prospectus.  The fourth column assumes the sale of all
of the shares offered by the selling stockholders pursuant to this
prospectus.

     

    Under the
terms of the warrants, a selling stockholder may not exercise the warrants to
the extent such exercise would cause such selling stockholder, together with its
affiliates, to beneficially own a number of shares of common stock which would
exceed 4.99% of our then outstanding shares of common stock following such
exercise, excluding for purposes of such determination shares of common stock
issuable upon exercise of the warrants which have not been
exercised.  The number of shares in the second column reflects this
limitation.  The selling stockholders may sell all, some or none of
their shares in this offering.  See "Plan of
Distribution."

     

    


    
      
        
          2 


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              
                 

                 

                Name
      of Selling Stockholder

                 

              

            	
              
                Number
      of Shares of Common Stock Owned Prior to Offering

                 

              

            	
              
                Maximum
      Number of Shares of Common Stock to be Sold Pursuant to this
      Prospectus

                 

              

            	
              
                Number
      of Shares of Common Stock Owned After Offering

                 

              

            
	
              (1)  Ableco Holding
      LLC

            	 
      	 
      	 
      


    

    


     

    


    
      
        
           


        

        
          1 


          
            

          

        

        
           


        

      

    

    


    


    PLAN
OF DISTRIBUTION

     

    We are
registering the shares of common stock issuable upon exercise of the warrants to
permit the resale of these shares of common stock by the holders of the common
stock and warrants from time to time after the date of this
prospectus.  We will not receive any of the proceeds from the sale by
the selling stockholders of the shares of common stock.  We will bear
all fees and expenses incident to our obligation to register the shares of
common stock.

     

    The
selling stockholders may sell all or a portion of the shares of common stock
beneficially owned by them and offered hereby from time to time directly or
through one or more underwriters, broker-dealers or agents.  If the
shares of common stock are sold through underwriters or broker-dealers, the
selling stockholders will be responsible for underwriting discounts or
commissions or agent's commissions.  The shares of common stock may be
sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at
negotiated prices.  These sales may be effected in transactions, which
may involve crosses or block transactions,

     

    
      	
              ·  

            	
              on
      any national securities exchange or quotation service on which the
      securities may be listed or quoted at the time of
  sale;

            


    

     

    
      	
              ·  

            	
              in
      the over-the-counter market;

            


    

     

    
      	
              ·  

            	
              in
      transactions otherwise than on these exchanges or systems or in the
      over-the-counter market;

            


    

     

    
      	
              ·  

            	
              through
      the writing of options, whether such options are listed on an options
      exchange or otherwise;

            


    

     

    
      	
              ·  

            	
              ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

            


    

     

    
      	
              ·  

            	
              block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

            


    

     

    
      	
              ·  

            	
              purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

            


    

     

    
      	
              ·  

            	
              an
      exchange distribution in accordance with the rules of the applicable
      exchange;

            


    

     

    
      	
              ·  

            	
              privately
      negotiated transactions;

            


    

     

    
      	
              ·  

            	
              short
      sales;

            


    

     

    
      	
              ·  

            	
              sales
      pursuant to Rule 144;

            


    

     

    
      	
              ·  

            	
              broker-dealers
      may agree with the selling securityholders to sell a specified number of
      such shares at a stipulated price per
share;

            


    

     

    


    
      
        
          
          

        

        
           


          
            

          

        

        
           


        

      

    

    


     

    
      	
              ·  

            	
              a
      combination of any such methods of sale;
and

            


    

     

    
      	
              ·  

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

     

    If the
selling stockholders effect such transactions by selling shares of common stock
to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts,
concessions or commissions from the selling stockholders or commissions from
purchasers of the shares of common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as
to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved).  In connection with
sales of the shares of common stock or otherwise, the selling stockholders may
enter into hedging transactions with broker-dealers, which may in turn engage in
short sales of the shares of common stock in the course of hedging in positions
they assume.  The selling stockholders may also sell shares of common
stock short and deliver shares of common stock covered by this prospectus to
close out short positions and to return borrowed shares in connection with such
short sales.  The selling stockholders may also loan or pledge shares
of common stock to broker-dealers that in turn may sell such
shares.

     

    The
selling stockholders may pledge or grant a security interest in some or all of
the warrants or shares of common stock owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell the shares of common stock from time to time pursuant to this
prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933, as amended, amending, if
necessary, the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this
prospectus.  The selling stockholders also may transfer and donate the
shares of common stock in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.

     

    The
selling stockholders and any broker-dealer participating in the distribution of
the shares of common stock may be deemed to be "underwriters" within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act.  At the time a particular
offering of the shares of common stock is made, a prospectus supplement, if
required, will be distributed which will set forth the aggregate amount of
shares of common stock being offered and the terms of the offering, including
the name or names of any broker-dealers or agents, any discounts, commissions
and other terms constituting compensation from the selling stockholders and any
discounts, commissions or concessions allowed or reallowed or paid to
broker-dealers.

     

    Under the
securities laws of some states, the shares of common stock may be sold in such
states only through registered or licensed brokers or dealers.  In
addition, in some states the shares of common stock may not be sold unless such
shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied
with.

     

    


    
      
        
          2 


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    There can
be no assurance that any selling stockholder will sell any or all of the shares
of common stock registered pursuant to the registration statement, of which this
prospectus forms a part.

     

    The
selling stockholders and any other person participating in such distribution
will be subject to applicable provisions of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, including, without
limitation, Regulation M of the Exchange Act, which may limit the timing of
purchases and sales of any of the shares of common stock by the selling
stockholders and any other participating person.  Regulation M may
also restrict the ability of any person engaged in the distribution of the
shares of common stock to engage in market-making activities with respect to the
shares of common stock.  All of the foregoing may affect the
marketability of the shares of common stock and the ability of any person or
entity to engage in market-making activities with respect to the shares of
common stock.

     

    We will
pay all expenses of the registration of the shares of common stock pursuant to
the registration rights agreement, estimated to be
$[     ] in total, including, without limitation,
Securities and Exchange Commission filing fees and expenses of compliance with
state securities or "blue sky" laws; provided, however, that a selling
stockholder will pay all underwriting discounts and selling commissions, if
any.  We will indemnify the selling stockholders against liabilities,
including some liabilities under the Securities Act, in accordance with the
registration rights agreements, or the selling stockholders will be entitled to
contribution.  We may be indemnified by the selling stockholders
against civil liabilities, including liabilities under the Securities Act, that
may arise from any written information furnished to us by the selling
stockholder specifically for use in this prospectus, in accordance with the
related registration rights agreement, or we may be entitled to
contribution.

     

    Once sold
under the registration statement, of which this prospectus forms a part, the
shares of common stock will be freely tradable in the hands of persons other
than our affiliates.

    


     

     

    3