REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER 28, 1998 (THIS
"AGREEMENT") BETWEEN TIMET FINANCE MANAGEMENT COMPANY, A DELAWARE CORPORATION
(THE "INVESTOR"), AND SPECIAL METALS CORPORATION, A DELAWARE CORPORATION (THE
"COMPANY").

                              W I T N E S S E T H:

      WHEREAS, IN CONNECTION WITH, AND AS A CONDITION TO, THE CLOSING OF THE
TRANSACTIONS CONTEMPLATED BY THE INVESTMENT AGREEMENT, DATED AS OF JULY 8, 1998,
AS AMENDED ON OCTOBER 28, 1998 (AS SO AMENDED, THE "INVESTMENT AGREEMENT"),
AMONG THE COMPANY, THE INVESTOR AND TITANIUM METALS CORPORATION, A DELAWARE
CORPORATION ("TMC"), THE PARTIES HAVE AGREED TO ENTER INTO THIS AGREEMENT, WHICH
SETS FORTH CERTAIN REGISTRATION RIGHTS APPLICABLE TO THE REGISTRABLE SECURITIES
(AS DEFINED BELOW) HELD FROM TIME TO TIME BY THE INVESTOR AND/OR CERTAIN
PERMITTED TRANSFEREES;

      NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH HEREIN
AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF
WHICH IS HEREBY ACKNOWLEDGED, AND SUBJECT TO THE CONDITIONS AND UPON THE TERMS
HEREOF, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:

      1.   DEFINITIONS.  CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION SHALL
HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE INVESTMENT AGREEMENT.  AS USED
HEREIN, UNLESS THE CONTEXT OTHERWISE REQUIRES, THE FOLLOWING TERMS HAVE THE
FOLLOWING RESPECTIVE MEANINGS:

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           "CERTIFICATE OF DESIGNATION" SHALL MEAN THE CERTIFICATE OF
DESIGNATION OF RIGHTS AND PREFERENCES ESTABLISHING THE TERMS AND RELATIVE RIGHTS
AND PREFERENCES OF THE CONVERTIBLE PREFERRED SECURITIES.

           "COMMISSION" MEANS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
OTHER FEDERAL AGENCY AT THE TIME ADMINISTERING THE SECURITIES ACT.

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           "COMMON STOCK" SHALL MEAN AND INCLUDE (I) COMMON STOCK, PAR VALUE
$0.01 PER SHARE, OF THE COMPANY, (II) EACH OTHER CLASS OF CAPITAL STOCK OF THE
COMPANY THAT DOES NOT HAVE A PREFERENCE OVER ANY OTHER CLASS OF CAPITAL STOCK OF
THE COMPANY AS TO DIVIDENDS OR UPON LIQUIDATION, DISSOLUTION OR WINDING UP OF
THE COMPANY, AND (III) ANY CLASS OF CAPITAL STOCK OR SECURITIES INTO WHICH OR
FOR WHICH SHARES OF COMMON STOCK OR ANY OTHER CLASS OF CAPITAL STOCK OR
SECURITIES DESCRIBED IN CLAUSES (II) OR (III) MAY HEREAFTER BE CHANGED,
CONVERTED OR EXCHANGED OR WHICH ARE ISSUED TO HOLDERS OF SHARES OF COMMON STOCK
OR ANY OTHER CLASS OF CAPITAL STOCK OR SECURITIES DESCRIBED IN CLAUSES (II) OR
(III) UPON ANY REORGANIZATION, RECAPITALIZATION, RECLASSIFICATION, SHARE
COMBINATION, SHARE SUBDIVISION, SHARE DIVIDEND, MERGER, CONSOLIDATION OR SIMILAR
TRANSACTIONS OR EVENTS.

           "CONVERSION SHARES" SHALL MEAN AND INCLUDE THE SHARES OF COMMON
STOCK ISSUABLE UPON CONVERSION OF THE CONVERTIBLE PREFERRED SECURITIES IN
ACCORDANCE WITH THE TERMS OF THE CERTIFICATE OF DESIGNATION.

           "CONVERTIBLE PREFERRED SECURITIES" SHALL MEAN AND INCLUDE (I) THE
6.625% SERIES A SENIOR CONVERTIBLE PREFERRED STOCK (LIQUIDATION AMOUNT $50.00
PER CONVERTIBLE PREFERRED SECURITY) OF THE COMPANY AND (II) ANY CLASS OF CAPITAL
STOCK OR SECURITIES INTO WHICH OR FOR WHICH CONVERTIBLE PREFERRED SECURITIES OR
ANY OTHER CLASS OF CAPITAL STOCK OR SECURITIES DESCRIBED IN THIS CLAUSE (II) MAY
HEREAFTER BE CHANGED, CONVERTED OR EXCHANGED (IN EACH CASE, OTHER THAN PURSUANT
TO ITS TERMS) OR WHICH ARE ISSUED TO HOLDERS OF CONVERTIBLE PREFERRED SECURITIES
OR ANY OTHER CLASS OF CAPITAL STOCK OR SECURITIES DESCRIBED IN THIS CLAUSE (II)
UPON ANY REORGANIZATION, RECAPITALIZATION, RECLASSIFICATION, SHARE COMBINATION,
SHARE SUBDIVISION, SHARE DIVIDEND, MERGER, CONSOLIDATION OR SIMILAR TRANSACTIONS
OR EVENTS.

           "EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, OR ANY SUPERSEDING FEDERAL STATUTE, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, ALL AS THE SAME SHALL BE IN EFFECT AT THE TIME.
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REFERENCE TO A PARTICULAR SECTION OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, SHALL INCLUDE A REFERENCE TO THE COMPARABLE SECTION, IF ANY, OF ANY
SUCH SUPERSEDING FEDERAL STATUTE.

           "FIRST OFFER PRICE" IS DEFINED IN SECTION 2.1(A).

           "INCO" MEANS INCO LIMITED, A CORPORATION CONTINUED UNDER THE LAWS OF
CANADA.

           "INCO REGISTRATION RIGHTS AGREEMENT" MEANS THE REGISTRATION RIGHTS
AGREEMENT, DATED THE DATE HEREOF, BETWEEN INCO AND THE COMPANY, AS AMENDED FROM
TIME TO TIME.

           "INITIATING HOLDER"  IS DEFINED IN SECTION 2.1(A).

           "A MAJORITY OF THE REGISTRABLE SECURITIES" SHALL MEAN (I) MORE THAN
50% OF THE SHARES OF THE ISSUED AND OUTSTANDING REGISTRABLE SECURITIES IF THE
REGISTRABLE SECURITIES ARE SHARES OF CAPITAL STOCK OR RIGHTS OR WARRANTS TO
ACQUIRE CAPITAL STOCK, (II) MORE THAN 50% OF THE AGGREGATE PRINCIPAL AMOUNT OF
THE ISSUED AND OUTSTANDING REGISTRABLE SECURITIES IF THE REGISTRABLE SECURITIES
ARE DEBT SECURITIES OR (III) MORE THAN 50% OF THE AGGREGATE LIQUIDATION AMOUNT
OF THE ISSUED AND OUTSTANDING REGISTRABLE SECURITIES IF THE REGISTRABLE
SECURITIES ARE CONVERTIBLE PREFERRED SECURITIES. IF THERE IS MORE THAN ONE CLASS
OF REGISTRABLE SECURITIES, THE TERM "A MAJORITY OF THE REGISTRABLE SECURITIES"
SHALL MEAN A MAJORITY OF THE REGISTRABLE SECURITIES, ASSUMING FOR PURPOSES OF
THIS DEFINITION, THAT ALL SUCH SECURITIES HAVE BEEN CONVERTED INTO SECURITIES OF
THE SAME CLASS.

           "OFFERED SECURITIES" IS DEFINED IN SECTION 2.8(A).



<PAGE>

           "PERSON" MEANS ANY INDIVIDUAL, FIRM, CORPORATION, PARTNERSHIP,
LIMITED LIABILITY COMPANY OR PARTNERSHIP, TRUST, INCORPORATED OR UNINCORPORATED
ASSOCIATION, JOINT VENTURE, JOINT STOCK COMPANY, GOVERNMENT (OR AN AGENCY OR
POLITICAL SUBDIVISION THEREOF) OR OTHER ENTITY OF ANY KIND AND SHALL INCLUDE ANY
SUCCESSOR (BY MERGER OR OTHERWISE) OF SUCH ENTITY.

           "PRINCIPAL STOCKHOLDERS" IS DEFINED IN SECTION 2.1(B).

           "PRINCIPAL STOCKHOLDERS' REGISTRATION AGREEMENT" IS DEFINED IN
SECTION 2.1(B).

           "PRINCIPAL STOCKHOLDERS' SECURITIES" IS DEFINED IN SECTION 2.2(B).

           "REGISTRABLE SECURITIES" MEANS THE CONVERTIBLE PREFERRED SECURITIES,
THE CONVERSION SHARES AND ANY OTHER SECURITIES OF THE COMPANY ACQUIRED PURSUANT
TO THE TERMS OF THE INVESTMENT AGREEMENT.  AS TO ANY PARTICULAR REGISTRABLE
SECURITIES, ONCE ISSUED, SUCH SECURITIES SHALL CEASE TO BE REGISTRABLE
SECURITIES WHEN (A) A REGISTRATION STATEMENT WITH RESPECT TO THE SALE OF SUCH
SECURITIES SHALL HAVE BECOME EFFECTIVE UNDER THE SECURITIES ACT AND SUCH
SECURITIES SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE WITH SUCH REGISTRATION
STATEMENT, (B) THEY SHALL HAVE BEEN SOLD AS PERMITTED BY RULE 144 (OR ANY
SUCCESSOR PROVISION) UNDER THE SECURITIES ACT, (C) THEY SHALL HAVE BEEN
OTHERWISE TRANSFERRED, NEW CERTIFICATES FOR THEM NOT BEARING A LEGEND
RESTRICTING FURTHER TRANSFER SHALL HAVE BEEN DELIVERED BY THE COMPANY AND
SUBSEQUENT PUBLIC DISTRIBUTION OF THEM SHALL NOT REQUIRE REGISTRATION OF SUCH
DISTRIBUTION UNDER THE SECURITIES ACT OR (D) THEY SHALL HAVE CEASED TO BE
OUTSTANDING. ALL REFERENCES TO PERCENTAGES OF REGISTRABLE SECURITIES SHALL BE
CALCULATED PURSUANT TO SECTION 12.

           "REGISTRATION EXPENSES" MEANS ALL EXPENSES INCIDENT TO THE COMPANY'S
PERFORMANCE OF OR COMPLIANCE WITH SECTION 2, INCLUDING, WITHOUT LIMITATION, ALL
REGISTRATION AND FILING FEES, ALL FEES OF THE NASDAQ NATIONAL MARKET, ANY
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NATIONAL SECURITIES EXCHANGE OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS,
INC., ALL FEES AND EXPENSES OF THE COMPANY OF COMPLYING WITH SECURITIES OR BLUE
SKY LAWS (IF ANY), ALL WORD PROCESSING, DUPLICATING AND PRINTING EXPENSES,
MESSENGER AND DELIVERY EXPENSES OF THE COMPANY, THE FEES AND DISBURSEMENTS OF
COUNSEL FOR THE COMPANY AND OF THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS,
INCLUDING THE EXPENSES OF "COMFORT" LETTERS REQUIRED BY OR INCIDENT TO SUCH
PERFORMANCE AND COMPLIANCE, ANY FEES AND DISBURSEMENTS OF UNDERWRITERS
CUSTOMARILY PAID BY ISSUERS OR SELLERS OF SECURITIES (EXCLUDING ANY UNDERWRITING
DISCOUNTS OR COMMISSIONS OR TRANSFER TAXES WITH RESPECT TO THE REGISTRABLE
SECURITIES) AND THE REASONABLE FEES AND EXPENSES OF ONE COUNSEL TO THE SELLING
HOLDERS (SELECTED BY THE SELLING HOLDERS REPRESENTING A MAJORITY OF THE
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT); PROVIDED,
HOWEVER, THAT IN THE EVENT THE COMPANY SHALL DETERMINE, IN ACCORDANCE WITH
SECTION 2.2(A) OR SECTION 2.6, NOT TO REGISTER ANY SECURITIES WITH RESPECT TO
WHICH IT HAD GIVEN WRITTEN NOTICE OF ITS INTENTION TO SO REGISTER TO HOLDERS OF
REGISTRABLE SECURITIES, ALL OF THE COSTS OF THE TYPE (AND SUBJECT TO ANY
LIMITATION TO THE EXTENT) SET FORTH IN THIS DEFINITION AND INCURRED BY SELLING
HOLDERS IN CONNECTION WITH SUCH REGISTRATION ON OR PRIOR TO THE DATE THE COMPANY
NOTIFIES THE SELLING HOLDERS OF SUCH DETERMINATION SHALL BE DEEMED REGISTRATION
EXPENSES.


<PAGE>

           "SECOND OFFER PRICE" IS DEFINED IN SECTION 2.8(B).

           "SELLING HOLDER" IS DEFINED IN SECTION 2.1(A).

           "SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY SUPERSEDING FEDERAL STATUTE, AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER, ALL AS THE SAME SHALL BE IN EFFECT AT THE TIME. REFERENCES TO A
PARTICULAR SECTION OF THE SECURITIES ACT OF 1933, AS AMENDED, SHALL INCLUDE A
REFERENCE TO THE COMPARABLE SECTION, IF ANY, OF ANY SUCH SUPERSEDING FEDERAL
STATUTE.

      2.   REGISTRATION UNDER SECURITIES ACT, ETC.

           2.1  DEMAND REGISTRATION

           (A) AT ANY TIME AFTER THE SECOND ANNIVERSARY OF THE DATE OF THIS
AGREEMENT, UPON WRITTEN NOTICE PROVIDED TO THE COMPANY FROM EITHER (X) THE
HOLDER OR HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES OR (Y) THE
INVESTOR SO LONG AS (1) THE INVESTOR HOLDS REGISTRABLE SECURITIES REPRESENTING
MORE THAN 5% OF THE OUTSTANDING COMMON STOCK (ASSUMING ANY CONVERTIBLE PREFERRED
SECURITIES HELD BY THE INVESTOR HAVE BEEN CONVERTED INTO CONVERSION SHARES) OR
(2) THE INVESTOR'S REQUEST FOR REGISTRATION COVERS ALL REGISTRABLE SECURITIES
THEN HELD BY THE INVESTOR (IN EACH CASE, THE "INITIATING HOLDERS") REQUESTING
THAT THE COMPANY EFFECT THE REGISTRATION UNDER THE SECURITIES ACT OF THE
REGISTRABLE SECURITIES HELD BY THE INITIATING HOLDERS (WHICH NOTICE SHALL
SPECIFY (I)  THE REGISTRABLE SECURITIES INTENDED TO BE DISPOSED OF, (II) THE
INTENDED METHOD OR METHODS OF DISPOSITION OF SUCH REGISTRABLE SECURITIES AND
(III) THE SELLING PRICE (THE "FIRST OFFER PRICE") ACCEPTABLE TO THE INITIATING
HOLDERS, AS DETERMINED IN GOOD FAITH BY THE INITIATING HOLDERS), THE COMPANY
PROMPTLY WILL GIVE WRITTEN NOTICE OF SUCH REQUESTED REGISTRATION TO ALL
REGISTERED HOLDERS OF REGISTRABLE SECURITIES, AND THEREUPON THE COMPANY WILL USE

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ITS BEST EFFORTS TO EFFECT, AT THE EARLIEST PRACTICABLE DATE, THE REGISTRATION
UNDER THE SECURITIES ACT OF

               (I)  THE REGISTRABLE SECURITIES WHICH THE COMPANY HAS BEEN SO
REQUESTED TO REGISTER BY SUCH INITIATING HOLDERS; AND

               (II)  ALL OTHER REGISTRABLE SECURITIES WHICH THE COMPANY HAS BEEN
REQUESTED TO REGISTER BY THE HOLDERS THEREOF (SUCH HOLDERS, TOGETHER WITH THE
INITIATING HOLDERS, HEREINAFTER ARE REFERRED TO AS THE "SELLING HOLDERS") BY
WRITTEN REQUEST GIVEN TO THE COMPANY WITHIN 15 DAYS AFTER THE GIVING OF SUCH
WRITTEN NOTICE BY THE COMPANY, ALL TO THE EXTENT NECESSARY TO PERMIT THE
DISPOSITION OF THE REGISTRABLE SECURITIES SO TO BE REGISTERED;

PROVIDED, HOWEVER, THAT ANY SALE OF OFFERED SECURITIES PURSUANT TO THE
REGISTRATION PROVISIONS OF THIS SECTION 2.1 SHALL, PURSUANT TO THE PROVISIONS OF
SECTION 2.8(A), BE SUBJECT TO THE COMPANY'S PRIOR RIGHT OF FIRST REFUSAL SET
FORTH IN SECTION 8 OF THE INVESTMENT AGREEMENT AND SHALL BE SUBJECT TO THE
ADDITIONAL PURCHASE RIGHTS OF THE COMPANY SET FORTH IN SECTION 2.8(B).

<PAGE>

           (B) REGISTRATION OF OTHER SECURITIES.  WHENEVER THE COMPANY SHALL
EFFECT A REGISTRATION PURSUANT TO THIS SECTION 2.1, NO SECURITIES OTHER THAN
REGISTRABLE SECURITIES SHALL BE INCLUDED AMONG THE SECURITIES COVERED BY SUCH
REGISTRATION (EXCEPT FOR SUCH SECURITIES THAT ARE REGISTRABLE SECURITIES UNDER
THE REGISTRATION RIGHTS AGREEMENT (THE "PRINCIPAL STOCKHOLDERS' REGISTRATION
AGREEMENT"), DATED AS OF FEBRUARY 25, 1997, AMONG SOCIETE INDUSTRIELLE DE
MATERIAUX AVANCES, LWH HOLDING S.A. AND ADVANCED MATERIALS INVESTMENTS HOLDING
S.A. (COLLECTIVELY, THE "PRINCIPAL STOCKHOLDERS"), WHICH SECURITIES SHALL BE
SUBJECT TO THE PRIORITY PROVISIONS OF SECTION 2.2(B) OF THE PRINCIPAL
STOCKHOLDERS' REGISTRATION AGREEMENT AS IN EFFECT ON THE DATE HEREOF), UNLESS
THE SELLING HOLDERS HOLDING NOT LESS THAN A MAJORITY OF THE REGISTRABLE
SECURITIES TO BE INCLUDED BY SUCH REGISTRATION SHALL HAVE CONSENTED IN WRITING
TO THE INCLUSION OF SUCH OTHER SECURITIES.

           (C) REGISTRATION STATEMENT FORM.  REGISTRATIONS UNDER THIS
SECTION 2.1 SHALL BE ON SUCH APPROPRIATE REGISTRATION FORM OF THE COMMISSION AS
SHALL BE REASONABLY SELECTED BY THE COMPANY.

           (D) EFFECTIVE REGISTRATION STATEMENT.  A REGISTRATION REQUESTED
PURSUANT TO THIS SECTION 2.1 SHALL NOT BE DEEMED TO HAVE BEEN EFFECTED UNLESS A
REGISTRATION STATEMENT WITH RESPECT THERETO HAS BECOME EFFECTIVE AND REMAINED
EFFECTIVE IN COMPLIANCE WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT
TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE SECURITIES HAVE BEEN
DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLER
OR SELLERS THEREOF SET FORTH IN SUCH REGISTRATION STATEMENT (UNLESS THE FAILURE
TO SO DISPOSE OF SUCH REGISTRABLE SECURITIES SHALL BE CAUSED SOLELY BY REASON OF
A FAILURE ON THE PART OF THE SELLING HOLDERS), PROVIDED, THAT, EXCEPT WITH
RESPECT TO ANY REGISTRATION STATEMENT FILED PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT, SUCH PERIOD NEED NOT EXCEED 180 DAYS.


<PAGE>

           (E) SELECTION OF UNDERWRITERS.  THE UNDERWRITER OR UNDERWRITERS OF
EACH UNDERWRITTEN OFFERING OF THE REGISTRABLE SECURITIES SO TO BE REGISTERED
SHALL BE SELECTED BY THE COMPANY, SUBJECT TO THE REASONABLE CONSENT OF SELLING
HOLDERS HOLDING MORE THAN A MAJORITY OF THE REGISTRABLE SECURITIES TO BE
INCLUDED IN SUCH REGISTRATION.

<PAGE>

           (F) PRIORITY REQUESTED REGISTRATION.  IF THE MANAGING UNDERWRITER OF
ANY UNDERWRITTEN OFFERING OR, IN THE CASE OF ANY OFFERING WHICH IS NOT
UNDERWRITTEN, A NATIONALLY RECOGNIZED INVESTMENT BANKING FIRM SHALL ADVISE THE
COMPANY IN WRITING (AND THE COMPANY SHALL IN EACH CASE SO ADVISE EACH SELLING
HOLDER OF REGISTRABLE SECURITIES REQUESTING REGISTRATION OF SUCH ADVICE IN
WRITING) THAT, IN ITS OPINION, THE NUMBER OF SECURITIES REQUESTED TO BE INCLUDED
IN SUCH REGISTRATION EXCEEDS THE NUMBER WHICH CAN BE SOLD IN SUCH OFFERING
WITHOUT ADVERSELY AFFECTING THE MARKET FOR THE COMPANY'S SECURITIES OR WITHIN A
PRICE RANGE ACCEPTABLE TO THE SELLING HOLDERS OF A MAJORITY OF THE REGISTRABLE
SECURITIES REQUESTED TO BE INCLUDED IN SUCH REGISTRATION, THE COMPANY, EXCEPT AS
PROVIDED IN THE FOLLOWING SENTENCE, WILL INCLUDE IN SUCH REGISTRATION, TO THE
EXTENT OF THE NUMBER AND TYPE OF SECURITIES WHICH THE COMPANY IS SO ADVISED CAN
BE SOLD IN SUCH OFFERING, FIRST, REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED
IN SUCH REGISTRATION, PRO RATA (BASED ON THE NUMBER OF REGISTRABLE SECURITIES
HELD BY EACH OF THE SELLING HOLDERS) AMONG THE SELLING HOLDERS REQUESTING SUCH
REGISTRATION, AND SECOND, ALL SECURITIES OF THE COMPANY PROPOSED TO BE SOLD BY
THE COMPANY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A PERSON OTHER THAN A
HOLDER OF REGISTRABLE SECURITIES. NOTWITHSTANDING THE FOREGOING, IF THE TOTAL
NUMBER OF REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED IN ANY REGISTRATION
CANNOT BE INCLUDED, THE SELLING HOLDERS HOLDING NOT LESS THAN A MAJORITY OF THE
REGISTRABLE SECURITIES WITH RESPECT TO WHICH REGISTRATION HAS BEEN REQUESTED,
SHALL HAVE THE RIGHT TO WITHDRAW THE REQUEST FOR REGISTRATION OF ALL OR A
PORTION OF THEIR REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED IN SUCH
REGISTRATION BY GIVING WRITTEN NOTICE TO THE COMPANY WITHIN 20 DAYS AFTER
RECEIPT OF THE NOTICE FROM THE MANAGING UNDERWRITER DESCRIBED ABOVE BY THE
COMPANY AND, IN THE EVENT OF SUCH WITHDRAWAL, SUCH REQUEST SHALL NOT BE COUNTED
FOR PURPOSES OF THE REQUESTS FOR REGISTRATION TO WHICH HOLDERS OF REGISTRABLE
SECURITIES ARE ENTITLED PURSUANT TO THIS SECTION 2.1. IF A REQUEST FOR
REGISTRATION IS WITHDRAWN PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE AND AT
LEAST 90% OF EACH CLASS OF THE REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED
IN SUCH WITHDRAWN REGISTRATION COULD HAVE BEEN INCLUDED THEREIN, THEN, THE
REGISTRATION EXPENSES INCURRED BY THE COMPANY IN CONNECTION WITH SUCH WITHDRAWN
<PAGE>

REGISTRATION SHALL BE REIMBURSED BY THE SELLING HOLDERS, PRO RATA (BASED ON THE
NUMBER OF REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED THEREIN) AMONG THE
SELLING HOLDERS OR FOR THE ACCOUNT OF A PERSON OTHER THAN A HOLDER OF
REGISTRABLE SECURITIES.

           (G) LIMITATIONS ON REGISTRATION REQUESTS. NOTWITHSTANDING ANYTHING IN
THIS SECTION 2.1 TO THE CONTRARY, IN NO EVENT WILL THE COMPANY BE REQUIRED TO
(I) EFFECT MORE THAN TWO REGISTRATIONS REQUESTED PURSUANT TO SECTION 2.1(A)
(II) EFFECT A REGISTRATION PURSUANT TO THIS SECTION 2.1 WITHIN THE 12-MONTH
PERIOD OCCURRING IMMEDIATELY SUBSEQUENT TO THE EFFECTIVENESS (WITHIN THE MEANING
OF SECTION 2.1(D)) OF A REGISTRATION STATEMENT FILED PURSUANT TO THIS
SECTION 2.1 OR A REGISTRATION STATEMENT FILED BY THE COMPANY OFFERING ITS SHARES
OF COMMON STOCK (OTHER THAN A REGISTRATION STATEMENT ON FORM S-8 WITH RESPECT TO
AN EMPLOYEE BENEFIT PLAN) WITH RESPECT TO WHICH HOLDERS OF REGISTRABLE
SECURITIES WERE NOTIFIED OF THEIR RIGHT TO PARTICIPATE PURSUANT TO
SECTION 2.2(A), BUT ELECTED NOT TO EXERCISE THEIR PIGGY-BACK RIGHTS (EXCEPT
WHERE SUCH REGISTRATION STATEMENT WAS FILED BY THE COMPANY IN CONNECTION WITH AN
EXCLUSIVE DEMAND REGISTRATION PURSUANT TO SECTION 2.1 OF THE PRINCIPAL
STOCKHOLDERS REGISTRATION AGREEMENT AS IN EFFECT ON THE DATE HEREOF), UNLESS THE
COMPANY DETERMINES THAT EFFECTING A SECOND REGISTRATION WITHIN THE 12-MONTH
PERIOD IS NOT LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY OR THE
MARKET FOR THE COMPANY'S SECURITIES, OR (III) EFFECT A REGISTRATION PURSUANT TO
SECTION 2.1 COVERING REGISTRABLE SECURITIES WITH AN AGGREGATE OFFERING PRICE OF
LESS THAN $15 MILLION BASED UPON THE THEN CURRENT MARKET PRICE OR FAIR MARKET
VALUES AS ESTIMATED BY THE COMPANY'S BOARD OF DIRECTORS IN GOOD FAITH BASED UPON
THE WRITTEN ADVICE OF THE COMPANY'S MANAGING UNDERWRITER IN THE CASE OF AN
UNDERWRITTEN OFFERING, OR THE WRITTEN OPINION OF A NATIONALLY RECOGNIZED
INVESTMENT BANKING FIRM IN THE CASE OF ANY OFFERING WHICH IS NOT UNDERWRITTEN.

           (H) EXPENSES.  THE COMPANY WILL PAY ALL REGISTRATION EXPENSES IN
CONNECTION WITH ANY REGISTRATIONS REQUESTED PURSUANT TO THIS SECTION 2.1.

<PAGE>

           2.2  PIGGY-BACK REGISTRATION.


<PAGE>

           (A) RIGHT TO INCLUDE REGISTRABLE SECURITIES.  EXCEPT IN CONNECTION
WITH AN EXCLUSIVE DEMAND REGISTRATION PURSUANT TO SECTION 2.1 OF THE PRINCIPAL
STOCKHOLDERS' REGISTRATION AGREEMENT AS IN EFFECT ON THE DATE HEREOF, IF THE
COMPANY AT ANY TIME AFTER THE SECOND ANNIVERSARY OF THE DATE OF THIS AGREEMENT,
PROPOSES TO REGISTER ANY OF ITS COMMON STOCK UNDER THE SECURITIES ACT BY
REGISTRATION ON ANY FORM OTHER THAN FORMS S-4 OR S-8 OR A FORM S-1 RELATING TO
SECURITIES TO BE ISSUED IN CONNECTION WITH A MERGER OR SIMILAR TRANSACTION,
WHETHER OR NOT FOR SALE FOR ITS OWN ACCOUNT, IT WILL EACH SUCH TIME GIVE PROMPT
WRITTEN NOTICE TO ALL REGISTERED HOLDERS OF REGISTRABLE SECURITIES OF ITS
INTENTION TO DO SO AND OF SUCH HOLDERS' RIGHTS UNDER THIS SECTION 2.2.  UPON THE
WRITTEN REQUEST OF ANY SUCH HOLDER MADE AS PROMPTLY AS PRACTICABLE AND IN ANY
EVENT WITHIN 20 DAYS AFTER THE RECEIPT OF ANY SUCH NOTICE FROM THE COMPANY
(WHICH REQUEST SHALL SPECIFY THE REGISTRABLE SECURITIES INTENDED TO BE DISPOSED
OF BY SUCH HOLDER AND THE FIRST OFFER PRICE WHICH IS ACCEPTABLE TO SUCH HOLDER,
AS DETERMINED IN GOOD FAITH BY THE INITIATING HOLDERS), THE COMPANY WILL USE ITS
BEST EFFORTS TO EFFECT THE REGISTRATION UNDER THE SECURITIES ACT OF ALL
REGISTRABLE SECURITIES WHICH THE COMPANY HAS BEEN SO REQUESTED TO REGISTER BY
THE SELLING HOLDERS THEREOF; PROVIDED, THAT PRIOR TO THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT FILED IN CONNECTION WITH SUCH REGISTRATION, IMMEDIATELY
UPON NOTIFICATION TO THE COMPANY FROM THE MANAGING UNDERWRITER OF THE PRICE AT
WHICH SUCH SECURITIES ARE TO BE SOLD, IF SUCH PRICE IS BELOW THE FIRST OFFER
PRICE WHICH ANY SELLING HOLDER SHALL HAVE INDICATED TO BE ACCEPTABLE TO SUCH
SELLING HOLDER, THE COMPANY SHALL SO ADVISE SUCH SELLING HOLDER OF SUCH PRICE,
AND SUCH SELLING HOLDER SHALL THEN HAVE THE RIGHT TO WITHDRAW ITS REQUEST TO
HAVE ITS REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT; AND
PROVIDED, FURTHER, HOWEVER, THAT ANY SALE OF OFFERED SECURITIES PURSUANT TO THE
REGISTRATION PROVISIONS OF THIS SECTION 2.2 SHALL, PURSUANT TO SECTION 2.8(A),
BE SUBJECT TO THE COMPANY'S PRIOR RIGHT OF FIRST REFUSAL SET FORTH IN SECTION 8
OF THE INVESTMENT AGREEMENT AND SHALL BE SUBJECT TO THE ADDITIONAL PURCHASE
RIGHTS OF THE COMPANY SET FORTH IN SECTION 2.8(B).  IF, AT ANY TIME AFTER GIVING
WRITTEN NOTICE OF ITS INTENTION TO REGISTER ANY SECURITIES AND PRIOR TO THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT FILED IN CONNECTION WITH SUCH
<PAGE>

REGISTRATION, THE COMPANY SHALL DETERMINE FOR ANY REASON NOT TO REGISTER OR TO
DELAY REGISTRATION OF SUCH SECURITIES, THE COMPANY SHALL GIVE WRITTEN NOTICE OF
SUCH DETERMINATION TO EACH SELLING HOLDER OF REGISTRABLE SECURITIES AND (X) IN
THE CASE OF A DETERMINATION NOT TO REGISTER, SHALL BE RELIEVED OF ITS OBLIGATION
TO REGISTER ANY REGISTRABLE SECURITIES IN CONNECTION WITH SUCH REGISTRATION (BUT
NOT FROM ANY OBLIGATION OF THE COMPANY TO PAY THE REGISTRATION EXPENSES IN
CONNECTION THEREWITH), WITHOUT PREJUDICE, HOWEVER, TO THE RIGHTS OF ANY HOLDER
OR HOLDERS OF REGISTRABLE SECURITIES ENTITLED TO DO SO TO CAUSE A REGISTRATION
TO BE EFFECTED UNDER SECTION 2.1, AND (Y) IN THE CASE OF A DETERMINATION TO
DELAY REGISTERING, SHALL BE PERMITTED TO DELAY REGISTERING ANY REGISTRABLE
SECURITIES, FOR THE SAME PERIOD AS THE DELAY IN REGISTERING SUCH OTHER
SECURITIES. NO REGISTRATION EFFECTED UNDER THIS SECTION 2.2 SHALL RELIEVE THE
COMPANY OF ITS OBLIGATION TO EFFECT ANY REGISTRATION UPON REQUEST UNDER
SECTION 2.1.


<PAGE>

           (B) PRIORITY IN PIGGY-BACK REGISTRATIONS.  IF THE MANAGING
UNDERWRITER OF ANY UNDERWRITTEN OFFERING OR, IN THE CASE OF ANY OFFERING THAT IS
NOT UNDERWRITTEN, A NATIONALLY RECOGNIZED INVESTMENT BANKING FIRM SHALL ADVISE
THE COMPANY (AND THE COMPANY SHALL IN EACH CASE SO ADVISE EACH SELLING HOLDER OF
REGISTRABLE SECURITIES REQUESTING REGISTRATION OF SUCH ADVICE IN WRITING) THAT,
IN ITS OPINION, THE NUMBER OR TYPE OF REGISTRABLE SECURITIES REQUESTED TO BE
INCLUDED IN SUCH REGISTRATION WOULD MATERIALLY ADVERSELY AFFECT SUCH OFFERING OR
THE MARKET FOR THE COMPANY'S SECURITIES, THEN THE COMPANY WILL INCLUDE IN SUCH
REGISTRATION, TO THE EXTENT OF THE NUMBER AND TYPE OF SECURITIES WHICH THE
COMPANY IS SO ADVISED CAN BE SOLD IN (OR DURING THE TIME OF) SUCH OFFERING,
FIRST, ALL SECURITIES OF THE COMPANY PROPOSED BY THE COMPANY TO BE SOLD FOR ITS
OWN ACCOUNT, OR, IN THE CASE OF A SECONDARY OFFERING MADE PURSUANT TO DEMAND
REGISTRATION RIGHTS GRANTED TO ANY PERSON OTHER THAN A HOLDER OF REGISTRABLE
SECURITIES, ALL SECURITIES OF THE COMPANY THAT SUCH PERSON PROPOSES TO SELL;
SECOND, ALL SECURITIES, IF ANY (THE "PRINCIPAL STOCKHOLDERS' SECURITIES"),
PROPOSED BY THE COMPANY TO BE SOLD FOR THE ACCOUNT OF THE PRINCIPAL STOCKHOLDERS
PURSUANT TO THE EXERCISE OF THEIR PIGGY-BACK REGISTRATION RIGHTS UNDER THE
PRINCIPAL STOCKHOLDERS' REGISTRATION RIGHTS AGREEMENT; THIRD, SUCH REGISTRABLE
SECURITIES REQUESTED TO BE INCLUDED IN SUCH REGISTRATION PURSUANT TO THIS
AGREEMENT (PRO RATA, BASED ON THE NUMBER OF REGISTRABLE SECURITIES REQUESTED TO
BE INCLUDED BY EACH SELLING HOLDER HEREUNDER) AMONG SUCH SELLING HOLDERS;
FOURTH, SUCH REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED IN SUCH
REGISTRATION PURSUANT TO THE INCO REGISTRATION RIGHTS AGREEMENT (PRO RATA, BASED
ON THE NUMBER OF REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED BY EACH HOLDER
THEREUNDER); AND FIFTH, ALL SECURITIES OF THE COMPANY TO BE SOLD FOR THE ACCOUNT
OF A PERSON OTHER THAN A HOLDER OF REGISTRABLE SECURITIES OR PRINCIPAL
STOCKHOLDERS' SECURITIES, AS THE CASE MAY BE.

           (C) EXPENSES.  THE COMPANY WILL PAY ALL REGISTRATION EXPENSES IN
CONNECTION WITH ANY REGISTRATION CONTEMPLATED PURSUANT TO THIS SECTION 2.2.


<PAGE>

           2.3  REGISTRATION PROCEDURES.  IF AND WHENEVER THE COMPANY IS
REQUIRED TO USE ITS BEST EFFORTS TO EFFECT THE REGISTRATION OF ANY REGISTRABLE
SECURITIES UNDER THE SECURITIES ACT AS PROVIDED IN SECTIONS 2.1 AND 2.2, THE
COMPANY WILL, AS EXPEDITIOUSLY AS POSSIBLE:

               (I)  SUBJECT TO SECTION 2.6, PREPARE AND (WITHIN 90 DAYS AFTER
THE END OF THE PERIOD WITHIN WHICH REQUESTS FOR REGISTRATION MAY BE GIVEN TO THE
COMPANY) FILE WITH THE COMMISSION THE REQUISITE REGISTRATION STATEMENT TO EFFECT
SUCH REGISTRATION AND THEREAFTER USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO
CAUSE SUCH REGISTRATION STATEMENT TO BECOME EFFECTIVE; PROVIDED, HOWEVER, THAT
THE COMPANY MAY DISCONTINUE ANY REGISTRATION OF SECURITIES THAT ARE NOT
REGISTRABLE SECURITIES (AND, UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 2.1(F)
AND 2.2(A) AND (B), REGISTRABLE SECURITIES) AT ANY TIME PRIOR TO THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT RELATING THERETO;

               (II)  SUBJECT TO SECTION 2.6, PREPARE AND FILE WITH THE
COMMISSION SUCH AMENDMENTS AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT AND
THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE IN ACCORDANCE WITH SECTION 2.1(D) HEREOF AND TO
COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO THE DISPOSITION
OF ALL REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNTIL SUCH
TIME AS ALL OF SUCH REGISTRABLE SECURITIES HAVE BEEN DISPOSED OF IN ACCORDANCE
WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLER OR SELLERS THEREOF SET
FORTH IN SUCH REGISTRATION STATEMENT; PROVIDED, THAT EXCEPT WITH RESPECT TO ANY
SUCH REGISTRATION STATEMENT FILED PURSUANT TO RULE 415 UNDER THE SECURITIES ACT,
SUCH PERIOD NEED NOT EXCEED 180 DAYS;

<PAGE>

               (III)  FURNISH TO EACH SELLER OF REGISTRABLE SECURITIES, SUCH
NUMBER OF CONFORMED COPIES OF SUCH REGISTRATION STATEMENT AND OF EACH SUCH
AMENDMENT AND SUPPLEMENT THERETO (IN EACH CASE INCLUDING ALL EXHIBITS), SUCH
NUMBER OF COPIES OF THE PROSPECTUS CONTAINED IN SUCH REGISTRATION STATEMENT
(INCLUDING EACH PRELIMINARY PROSPECTUS AND ANY SUMMARY PROSPECTUS) AND ANY OTHER
PROSPECTUS FILED UNDER RULE 424 UNDER THE SECURITIES ACT, IN CONFORMITY WITH THE
REQUIREMENTS OF THE SECURITIES ACT, AND SUCH OTHER DOCUMENTS, AS SUCH SELLER MAY
REASONABLY REQUEST;

               (IV)  MAKE ANY FILINGS (IF ANY) REQUIRED UNDER THE BLUE SKY OR
SECURITIES LAWS OF SUCH STATES OF THE UNITED STATES OF AMERICA AS THE SELLERS OF
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT SHALL REASONABLY
REQUEST;

               (V)  FURNISH AT THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT
AND/OR ON THE DATE OF CLOSING UNDER THE UNDERWRITING AGREEMENT, AS THE CASE MAY
BE, TO EACH SELLER OF REGISTRABLE SECURITIES, AND TO THE UNDERWRITERS, IF ANY, A
SIGNED COUNTERPART OF:

               (X)  AN OPINION OF COUNSEL FOR THE COMPANY DATED THE
          EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT AND, IF
          APPLICABLE, THE DATE OF THE CLOSING UNDER THE UNDERWRITING
          AGREEMENT, AND

               (Y)  A "COMFORT" LETTER SIGNED BY THE INDEPENDENT
          PUBLIC ACCOUNTANTS WHO HAVE CERTIFIED THE COMPANY'S
          FINANCIAL STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE
          IN SUCH REGISTRATION STATEMENT, COVERING SUBSTANTIALLY THE
          SAME MATTERS WITH RESPECT TO SUCH REGISTRATION STATEMENT
          (AND THE PROSPECTUS INCLUDED THEREIN) AND, IN THE CASE OF
          THE ACCOUNTANTS' COMFORT LETTER, WITH RESPECT TO EVENTS
          SUBSEQUENT TO THE DATE OF SUCH FINANCIAL STATEMENTS, AS ARE
<PAGE>

          CUSTOMARILY COVERED IN OPINIONS OF ISSUER'S COUNSEL AND IN
          ACCOUNTANTS' COMFORT LETTERS DELIVERED TO THE UNDERWRITERS
          IN UNDERWRITTEN PUBLIC OFFERINGS OF SECURITIES AND, IN THE
          CASE OF THE ACCOUNTANTS' COMFORT LETTER, SUCH OTHER
          FINANCIAL MATTERS, AND, IN THE CASE OF THE LEGAL OPINION,
          SUCH OTHER LEGAL MATTERS, AS COUNSEL FOR THE SELLER OR
          SELLERS OF REGISTRABLE SECURITIES MAY REASONABLY REQUEST;

               (VI)  NOTIFY EACH SELLER OF REGISTRABLE SECURITIES AT ANY TIME
WHEN A PROSPECTUS RELATING THERETO IS REQUIRED TO BE DELIVERED UNDER THE
SECURITIES ACT, UPON DISCOVERY THAT, OR UPON THE HAPPENING OF ANY EVENT AS A
RESULT OF WHICH, THE PROSPECTUS INCLUDED IN SUCH REGISTRATION STATEMENT, AS THEN
IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, AND AT THE REQUEST OF ANY SUCH SELLER PROMPTLY PREPARE AND FURNISH TO IT A
REASONABLE NUMBER OF COPIES OF A SUPPLEMENT TO OR AN AMENDMENT OF SUCH
PROSPECTUS AS MAY BE NECESSARY SO THAT, AS THEREAFTER DELIVERED TO THE
PURCHASERS OF SUCH SECURITIES, SUCH PROSPECTUS SHALL NOT INCLUDE AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE;

<PAGE>

               (VII)  OTHERWISE USE ITS BEST EFFORTS TO COMPLY WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE COMMISSION, AND MAKE AVAILABLE TO
SECURITY HOLDERS, AS SOON AS REASONABLY PRACTICABLE (BUT NOT MORE THAN SIXTEEN
MONTHS AFTER THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT), AN EARNINGS
STATEMENT COVERING THE PERIOD OF AT LEAST TWELVE MONTHS BEGINNING WITH THE FIRST
FULL CALENDAR MONTH AFTER THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT,
WHICH EARNINGS STATEMENT SHALL SATISFY THE PROVISIONS OF SECTION 11(A) OF THE
SECURITIES ACT AND RULE 158 PROMULGATED THEREUNDER;

               (VIII)  PROVIDE AND CAUSE TO BE MAINTAINED A TRANSFER AGENT AND
REGISTRAR (WHICH, IN EACH CASE, MAY BE THE COMPANY) FOR ALL REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT FROM AND AFTER A DATE NOT
LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION;

               (IX)  USE ITS BEST EFFORTS TO LIST ALL REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT ON ANY NATIONAL MARKET OR NATIONAL
SECURITIES EXCHANGE ON WHICH REGISTRABLE SECURITIES OF THE SAME CLASS COVERED BY
SUCH REGISTRATION STATEMENT ARE THEN LISTED AND, IF NO SUCH REGISTRABLE
SECURITIES ARE SO LISTED, ON ANY NATIONAL MARKET OR NATIONAL SECURITIES EXCHANGE
ON WHICH THE COMMON STOCK IS THEN LISTED;

               (X)  TO THE EXTENT REASONABLY REQUESTED BY THE MANAGING
UNDERWRITER OF ANY UNDERWRITTEN OFFERING, SEND APPROPRIATE OFFICERS OF THE
COMPANY TO ATTEND "ROAD SHOWS" SCHEDULED IN CONNECTION WITH ANY SUCH
REGISTRATION; AND

               (XI)  FURNISH UNLEGENDED CERTIFICATES REPRESENTING OWNERSHIP OF
THE REGISTRABLE SECURITIES BEING SOLD IN SUCH DENOMINATIONS AS SHALL BE
REQUESTED BY THE SELLERS OF REGISTRABLE SECURITIES OR THE UNDERWRITERS.

      AS A CONDITION PRECEDENT OF THE COMPANY'S OBLIGATIONS UNDER THIS
SECTION 2.3, THE COMPANY MAY REQUIRE EACH SELLER OF REGISTRABLE SECURITIES AS TO
<PAGE>

WHICH ANY REGISTRATION IS BEING EFFECTED TO AGREE TO COMPLY WITH THE SECURITIES
ACT AND THE EXCHANGE ACT IN CONNECTION WITH THE REGISTRATION OF SUCH SELLER'S
REGISTRABLE SECURITIES AND TO PROVIDE THE COMPANY WITH SUCH INFORMATION REQUIRED
UNDER SUCH ACTS AS THE COMPANY MAY REASONABLY REQUEST IN CONNECTION THEREWITH.

      EACH HOLDER OF REGISTRABLE SECURITIES AGREES THAT, UPON RECEIPT OF ANY
NOTICE FROM THE COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN
SUBDIVISION (VI) OF THIS SECTION 2.3, SUCH HOLDER WILL FORTHWITH DISCONTINUE
SUCH DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION
STATEMENT RELATING TO SUCH REGISTRABLE SECURITIES UNTIL THE RECEIPT OF THE
COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY
SUBDIVISION (VI) OF THIS SECTION 2.3 AND, IF SO DIRECTED BY THE COMPANY, WILL
DELIVER TO THE COMPANY (AT THE COMPANY'S EXPENSE) ALL COPIES, OTHER THAN
PERMANENT FILE COPIES, THEN IN ITS POSSESSION OF THE PROSPECTUS RELATING TO SUCH
REGISTRABLE SECURITIES CURRENT AT THE TIME OF RECEIPT OF SUCH NOTICE.

           2.4  UNDERWRITTEN OFFERINGS.


<PAGE>

           (A) REQUESTED UNDERWRITTEN OFFERINGS. IF REQUESTED BY THE
UNDERWRITERS FOR ANY UNDERWRITTEN OFFERING BY HOLDERS OF REGISTRABLE SECURITIES
PURSUANT TO A REGISTRATION REQUESTED UNDER SECTION 2.1, THE COMPANY WILL ENTER
INTO AN UNDERWRITING AGREEMENT WITH SUCH UNDERWRITERS FOR SUCH OFFERING, SUCH
AGREEMENT TO BE REASONABLY SATISFACTORY IN SUBSTANCE AND FORM TO EACH SUCH
HOLDER AND THE UNDERWRITERS AND TO CONTAIN SUCH REPRESENTATIONS AND WARRANTIES
BY THE COMPANY AND SUCH OTHER TERMS AS ARE GENERALLY PREVAILING IN AGREEMENTS OF
THAT TYPE, INCLUDING, WITHOUT LIMITATION, INDEMNITIES TO THE EFFECT AND TO THE
EXTENT PROVIDED IN SECTION 2.7 OR SUCH OTHER INDEMNITIES AS ARE CUSTOMARILY
RECEIVED BY UNDERWRITERS IN PUBLIC OFFERINGS OF SIMILAR SECURITIES. THE HOLDER
OF THE REGISTRABLE SECURITIES PROPOSED TO BE DISTRIBUTED BY SUCH UNDERWRITERS
WILL REASONABLY COOPERATE WITH THE COMPANY IN THE NEGOTIATION OF THE
UNDERWRITING AGREEMENT. SUCH HOLDERS OF REGISTRABLE SECURITIES TO BE DISTRIBUTED
BY SUCH UNDERWRITERS SHALL BE PARTIES TO SUCH UNDERWRITING AGREEMENT AND MAY, AT
THE OPTION OF THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES TO BE
DISTRIBUTED BY SUCH UNDERWRITERS, REQUIRE THAT ANY OR ALL OF THE REPRESENTATIONS
AND WARRANTIES BY, AND THE OTHER AGREEMENTS ON THE PART OF, THE COMPANY TO AND
FOR THE BENEFIT OF SUCH UNDERWRITERS SHALL ALSO BE MADE TO AND FOR THE BENEFIT
OF SUCH HOLDERS AND THAT ANY OR ALL OF THE CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF UNDERWRITERS UNDER SUCH UNDERWRITING AGREEMENT BE CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF SUCH HOLDERS OF REGISTRABLE SECURITIES. NO
HOLDER OF REGISTRABLE SECURITIES SHALL BE REQUIRED TO MAKE ANY REPRESENTATIONS
OR WARRANTIES TO OR AGREEMENTS WITH THE COMPANY OTHER THAN REPRESENTATIONS,
WARRANTIES OR AGREEMENTS REGARDING SUCH HOLDERS AND SUCH HOLDERS' INTENDED
METHOD OF DISTRIBUTION OR ANY OTHER REPRESENTATIONS REQUIRED BY APPLICABLE LAW.

           (B) INCIDENTAL UNDERWRITTEN OFFERINGS.  IF THE COMPANY PROPOSES TO
REGISTER ANY OF ITS SECURITIES UNDER THE SECURITIES ACT AS CONTEMPLATED BY
SECTION 2.2 AND SUCH SECURITIES ARE TO BE DISTRIBUTED BY OR THROUGH ONE OR MORE
UNDERWRITERS, THE COMPANY WILL, IF REQUESTED BY ANY SELLING HOLDER OF
REGISTRABLE SECURITIES, USE ITS BEST EFFORTS TO ARRANGE FOR SUCH UNDERWRITERS TO
INCLUDE ALL THE REGISTRABLE SECURITIES TO BE OFFERED AND SOLD BY SUCH SELLING
<PAGE>

HOLDER AMONG THE SECURITIES OF THE COMPANY TO BE DISTRIBUTED BY SUCH
UNDERWRITERS, SUBJECT TO THE PROVISIONS OF SECTION 2.2(B).  THE HOLDERS OF
REGISTRABLE SECURITIES TO BE DISTRIBUTED BY SUCH UNDERWRITERS SHALL BE PARTIES
TO THE UNDERWRITING AGREEMENT BETWEEN THE COMPANY AND SUCH UNDERWRITERS AND SUCH
HOLDERS OF REGISTRABLE SECURITIES MAY, AT THE OPTION OF THE HOLDERS OF A
MAJORITY OF THE REGISTRABLE SECURITIES TO BE DISTRIBUTED BY SUCH UNDERWRITERS,
REQUIRE THAT ANY OR ALL OF THE REPRESENTATIONS AND WARRANTIES BY, AND THE OTHER
AGREEMENTS ON THE PART OF, THE COMPANY TO AND FOR THE BENEFIT OF SUCH
UNDERWRITERS SHALL ALSO BE MADE TO AND FOR THE BENEFIT OF SUCH HOLDERS OF
REGISTRABLE SECURITIES AND THAT ANY OR ALL OF THE CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF SUCH UNDERWRITERS UNDER SUCH UNDERWRITING AGREEMENT BE CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF SUCH HOLDERS OF REGISTRABLE SECURITIES. ANY SUCH
SELLING HOLDER OF REGISTRABLE SECURITIES SHALL NOT BE REQUIRED TO MAKE ANY
REPRESENTATIONS OR WARRANTIES TO OR AGREEMENTS WITH THE COMPANY OR THE
UNDERWRITERS OTHER THAN REPRESENTATIONS, WARRANTIES OR AGREEMENTS REGARDING SUCH
SELLING HOLDER, SUCH SELLING HOLDER'S REGISTRABLE SECURITIES AND SUCH SELLING
HOLDER'S INTENDED METHOD OF DISTRIBUTION OR ANY OTHER REPRESENTATIONS REQUIRED
BY APPLICABLE LAW.

           (C) HOLDBACK AGREEMENTS.


<PAGE>

               (I) TO THE EXTENT NOT INCONSISTENT WITH APPLICABLE LAW, EACH
HOLDER OF REGISTRABLE SECURITIES AGREES NOT TO EFFECT ANY PUBLIC SALE OR
DISTRIBUTION OF ANY REGISTRABLE SECURITIES OF THE COMPANY OR ANY SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR SUCH REGISTRABLE SECURITIES,
DURING THE SEVEN DAYS PRIOR TO AND THE 90 DAYS AFTER ANY REGISTRATION RELATING
TO SUCH REGISTRABLE SECURITIES PURSUANT TO SECTIONS 2.1 AND 2.2 HAS BECOME
EFFECTIVE, EXCEPT AS PART OF SUCH REGISTRATION, IF AND TO THE EXTENT REQUESTED
BY THE COMPANY IN THE CASE OF A NON-UNDERWRITTEN PUBLIC OFFERING OR IF AND TO
THE EXTENT REQUESTED BY THE MANAGING UNDERWRITER OR UNDERWRITERS IN THE CASE OF
AN UNDERWRITTEN PUBLIC OFFERING.

               (II) THE COMPANY AGREES NOT TO EFFECT ANY PUBLIC SALE OR
DISTRIBUTION OF ITS REGISTRABLE SECURITIES OR SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE OR EXERCISABLE FOR ANY OF SUCH REGISTRABLE SECURITIES DURING THE
SEVEN DAYS PRIOR TO AND THE 90 DAYS AFTER ANY REGISTRATION RELATING TO SUCH
REGISTRABLE SECURITIES PURSUANT TO SECTION 2.1 OR 2.2 HAS BECOME EFFECTIVE,
EXCEPT AS PART OF SUCH REGISTRATION AND EXCEPT PURSUANT TO REGISTRATIONS ON FORM
S-4 OR S-8 OR ANY SUCCESSOR OR SIMILAR FORMS THERETO; PROVIDED, HOWEVER, THAT
THE PROVISIONS OF THIS SECTION 2.4(C)(II) SHALL NOT PREVENT THE CONVERSION OR
EXCHANGE OF ANY SECURITIES PURSUANT TO THEIR TERMS INTO OR FOR OTHER SECURITIES.

           2.5  PREPARATION; REASONABLE INVESTIGATION. IN CONNECTION WITH THE
PREPARATION AND FILING OF EACH REGISTRATION STATEMENT UNDER THE SECURITIES ACT
PURSUANT TO THIS AGREEMENT, THE COMPANY WILL GIVE A REPRESENTATIVE HOLDER (THE
"REPRESENTATIVE") DESIGNATED IN WRITING TO THE COMPANY BY A MAJORITY OF THE
HOLDERS OF REGISTRABLE SECURITIES TO BE REGISTERED UNDER SUCH REGISTRATION
STATEMENT, THE UNDERWRITERS DESIGNATED BY THE REPRESENTATIVE, IF ANY, AND
COUNSEL DESIGNATED BY THE REPRESENTATIVE THE OPPORTUNITY TO PARTICIPATE IN THE
PREPARATION OF SUCH REGISTRATION STATEMENT, EACH PROSPECTUS INCLUDED THEREIN OR
FILED WITH THE COMMISSION, AND EACH AMENDMENT THEREOF OR SUPPLEMENT THERETO, AND
WILL GIVE EACH OF THEM SUCH REASONABLE ACCESS TO ITS BOOKS AND RECORDS AND SUCH
OPPORTUNITIES TO DISCUSS THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES WITH
<PAGE>

OFFICERS OF THE COMPANY AND THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
WHO HAVE CERTIFIED ITS FINANCIAL STATEMENTS AS SHALL BE NECESSARY, IN THE
OPINION OF SUCH REPRESENTATIVE AND SUCH UNDERWRITERS AND COUNSEL, TO CONDUCT A
REASONABLE INVESTIGATION WITHIN THE MEANING OF THE SECURITIES ACT.

           2.6  LIMITATIONS, CONDITIONS AND QUALIFICATIONS TO OBLIGATIONS UNDER
REGISTRATION COVENANTS. THE COMPANY SHALL BE ENTITLED TO POSTPONE FOR A
REASONABLE PERIOD OF TIME (BUT NOT EXCEEDING 120 DAYS) THE FILING OF ANY
REGISTRATION STATEMENT OTHERWISE REQUIRED TO BE PREPARED AND FILED BY IT
PURSUANT TO SECTION 2.1 IF THE COMPANY DETERMINES, IN ITS REASONABLE JUDGMENT,
THAT SUCH REGISTRATION AND OFFERING WOULD INTERFERE IN A MATERIAL WAY WITH ANY
FINANCING, ACQUISITION, CORPORATE REORGANIZATION OR OTHER MATERIAL TRANSACTION
OR EVENT INVOLVING OR BEING CONSIDERED BY THE COMPANY AND, IN EACH CASE,
PROMPTLY GIVES THE HOLDERS OF REGISTRABLE SECURITIES PURSUANT TO SECTION 2.1
WRITTEN NOTICE OF SUCH DETERMINATION, CONTAINING A GENERAL STATEMENT OF THE
REASONS FOR SUCH POSTPONEMENT AND AN APPROXIMATION OF THE ANTICIPATED DELAY. IF
THE COMPANY SHALL SO POSTPONE THE FILING OF A REGISTRATION STATEMENT, HOLDERS OF
REGISTRABLE SECURITIES REQUESTING REGISTRATION THEREOF PURSUANT TO SECTION 2.1
REPRESENTING NOT LESS THAN A MAJORITY OF THE REGISTRABLE SECURITIES WITH RESPECT
TO WHICH REGISTRATION HAS BEEN REQUESTED, SHALL HAVE THE RIGHT TO WITHDRAW THE
REQUEST FOR REGISTRATION BY GIVING WRITTEN NOTICE TO THE COMPANY WITHIN 30 DAYS
AFTER THE EXPIRATION OF SUCH POSTPONEMENT AND, IN THE EVENT OF SUCH WITHDRAWAL,
SUCH REQUEST SHALL NOT BE COUNTED FOR PURPOSES OF THE REQUESTS FOR REGISTRATION
TO WHICH HOLDERS OF REGISTRABLE SECURITIES ARE ENTITLED PURSUANT TO SECTION 2.1
HEREOF.

<PAGE>

           2.7  INDEMNIFICATION.

<PAGE>

           (A) INDEMNIFICATION BY THE COMPANY.  THE COMPANY SHALL, AND HEREBY
DOES,  INDEMNIFY AND HOLD HARMLESS, IN THE CASE OF ANY REGISTRATION STATEMENT
FILED PURSUANT TO SECTION 2.1 OR 2.2, EACH SELLER OF ANY REGISTRABLE SECURITIES
COVERED BY SUCH REGISTRATION STATEMENT AND EACH OTHER PERSON WHO PARTICIPATES AS
AN UNDERWRITER IN THE OFFERING OR SALE OF ANY SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT AND EACH OTHER PERSON, IF ANY, WHO CONTROLS SUCH SELLER
OR ANY SUCH UNDERWRITER WITHIN THE MEANING OF THE SECURITIES ACT OR THE EXCHANGE
ACT, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, AGENTS AND AFFILIATES,
AGAINST ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES, JOINT OR SEVERAL, TO WHICH
SUCH SELLER OR UNDERWRITER OR ANY SUCH DIRECTOR, OFFICER, PARTNER, AGENT,
AFFILIATE OR CONTROLLING PERSON MAY BECOME SUBJECT UNDER THE SECURITIES ACT OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES OF
LEGAL COUNSEL, INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR
ACTIONS OR PROCEEDINGS, WHETHER COMMENCED OR THREATENED, IN RESPECT THEREOF)
ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT
OF ANY MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT UNDER WHICH SUCH
REGISTRABLE SECURITIES WERE REGISTERED UNDER THE SECURITIES ACT, ANY PRELIMINARY
PROSPECTUS, FINAL PROSPECTUS OR SUMMARY PROSPECTUS CONTAINED THEREIN, OR ANY
AMENDMENT OR SUPPLEMENT THERETO, OR ANY OMISSION OR ALLEGED OMISSION TO STATE
THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN (IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE)
NOT MISLEADING, AND THE COMPANY WILL REIMBURSE SUCH SELLER OR UNDERWRITER AND
EACH SUCH DIRECTOR, OFFICER, PARTNER, AGENT, AFFILIATE AND CONTROLLING PERSON
FOR ANY REASONABLE LEGAL OR ANY OTHER EXPENSES INCURRED BY THEM IN CONNECTION
WITH INVESTIGATING OR DEFENDING ANY SUCH LOSS, CLAIM, LIABILITY, ACTION OR
PROCEEDING; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE LIABLE IN ANY CASE
TO THE EXTENT THAT ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY (OR ACTION OR
PROCEEDING IN RESPECT THEREOF) OR EXPENSE ARISES OUT OF OR IS BASED UPON AN
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION
MADE IN SUCH REGISTRATION STATEMENT, ANY SUCH PRELIMINARY PROSPECTUS, FINAL
PROSPECTUS, SUMMARY PROSPECTUS, AMENDMENT OR SUPPLEMENT THERETO IN RELIANCE UPON
AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO THE COMPANY BY OR ON
<PAGE>

BEHALF OF SUCH SELLER OR UNDERWRITER, AS THE CASE MAY BE, SPECIFICALLY STATING
THAT IT IS FOR USE IN THE PREPARATION THEREOF; AND PROVIDED, FURTHER, THAT THE
COMPANY SHALL NOT BE LIABLE IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH LOSS,
CLAIM, DAMAGE, LIABILITY (OR ACTION OR PROCEEDING IN RESPECT THEREOF) OR EXPENSE
ARISES OUT OF OR IS BASED UPON AN UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT
OR OMISSION OR ALLEGED OMISSION MADE IN SUCH REGISTRATION STATEMENT, ANY SUCH
PRELIMINARY PROSPECTUS, FINAL PROSPECTUS OR SUMMARY PROSPECTUS, AMENDMENT OR
SUPPLEMENT THERETO IF (I) SUCH UNTRUE STATEMENT OR OMISSION OR ALLEGED UNTRUE
STATEMENT OR OMISSION IS COMPLETELY CORRECTED IN A PROSPECTUS OR PROSPECTUS
SUPPLEMENT OR IN AN AMENDMENT OR SUPPLEMENT TO SUCH PROSPECTUS OR PROSPECTUS
SUPPLEMENT, (II) THE SELLER OF REGISTRABLE SECURITIES OR THE UNDERWRITER OF
REGISTRABLE SECURITIES, AS THE CASE MAY BE, HAS AN OBLIGATION UNDER THE
SECURITIES ACT TO DELIVER A PROSPECTUS OR PROSPECTUS SUPPLEMENT IN CONNECTION
WITH SUCH SALE OF REGISTRABLE SECURITIES AND (III) THE SELLER OF REGISTRABLE
SECURITIES OR THE UNDERWRITER OF REGISTRABLE SECURITIES, AS THE CASE MAY BE,
THEREAFTER FAILS TO DELIVER SUCH PROSPECTUS OR PROSPECTUS SUPPLEMENT OR SUCH
AMENDMENT OR SUPPLEMENT TO SUCH PROSPECTUS OR PROSPECTUS SUPPLEMENT PRIOR TO OR
CONCURRENTLY WITH THE SALE OF REGISTRABLE SECURITIES TO THE PERSON ASSERTING
SUCH LOSS, CLAIM, DAMAGE, LIABILITY OR EXPENSE AFTER THE COMPANY HAS FURNISHED
THE SELLER OF REGISTRABLE SECURITIES OR THE UNDERWRITER OF REGISTRABLE
SECURITIES, AS THE CASE MAY BE, WITH A SUFFICIENT NUMBER OF COPIES OF THE SAME.
SUCH INDEMNITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF ANY
INVESTIGATION MADE BY OR ON BEHALF OF SUCH SELLER OR UNDERWRITER OR ANY SUCH
DIRECTOR, OFFICER, PARTNER, AGENT, AFFILIATE OR CONTROLLING PERSON AND SHALL
SURVIVE THE TRANSFER OF SUCH SECURITIES BY SUCH SELLER OR UNDERWRITER.

           (B) INDEMNIFICATION BY THE SELLERS.  AS A CONDITION TO INCLUDING ANY
REGISTRABLE SECURITIES IN ANY REGISTRATION STATEMENT, THE COMPANY SHALL HAVE
RECEIVED AN UNDERTAKING REASONABLY SATISFACTORY TO IT FROM THE PROSPECTIVE
SELLER OF SUCH REGISTRABLE SECURITIES TO INDEMNIFY AND HOLD HARMLESS (IN THE
SAME MANNER AND TO THE SAME EXTENT AS SET FORTH IN SECTION 2.7(A)) THE COMPANY
AND EACH DIRECTOR OF THE COMPANY, EACH OFFICER OF THE COMPANY WHO SIGNS THE
<PAGE>

REGISTRATION STATEMENT AND EACH OTHER PERSON, IF ANY, WHO PARTICIPATES AS AN
UNDERWRITER IN THE OFFERING OR SALE OF SUCH SECURITIES AND EACH OTHER PERSON WHO
CONTROLS THE COMPANY OR ANY SUCH UNDERWRITER WITHIN THE MEANING OF THE
SECURITIES ACT OR THE EXCHANGE ACT, WITH RESPECT TO ANY STATEMENT OR ALLEGED
UNTRUE STATEMENT OF A MATERIAL FACT IN OR OMISSION OR ALLEGED OMISSION FROM SUCH
REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS, FINAL PROSPECTUS OR SUMMARY
PROSPECTUS CONTAINED THEREIN, OR ANY AMENDMENT OR SUPPLEMENT THERETO, IF SUCH
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION WAS
MADE IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN INFORMATION FURNISHED TO
THE COMPANY BY SUCH SELLER SPECIFICALLY STATING THAT IT IS FOR USE IN THE
PREPARATION OF SUCH REGISTRATION STATEMENT, PRELIMINARY PROSPECTUS, FINAL
PROSPECTUS, SUMMARY PROSPECTUS, AMENDMENT OR SUPPLEMENT; PROVIDED, HOWEVER, THAT
THE LIABILITY OF SUCH INDEMNIFYING PARTY UNDER THIS SECTION 2.7(B) SHALL BE
LIMITED TO THE AMOUNT OF PROCEEDS RECEIVED BY SUCH INDEMNIFYING PARTY IN THE
OFFERING GIVING RISE TO SUCH LIABILITY. SUCH INDEMNITY SHALL REMAIN IN FULL
FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR ON BEHALF OF THE
COMPANY OR ANY SUCH DIRECTOR, OFFICER, EMPLOYEE, SHAREHOLDER, CONTROLLING PERSON
OR OTHER PERSON.  SUCH INDEMNITY SHALL SURVIVE THE TRANSFER OF SUCH SECURITIES
BY SUCH SELLER.


<PAGE>

           (C) NOTICES OF CLAIMS, ETC.  PROMPTLY AFTER RECEIPT BY AN INDEMNIFIED
PARTY OF NOTICE OF THE COMMENCEMENT OF ANY ACTION OR PROCEEDING INVOLVING A
CLAIM REFERRED TO IN SECTION 2.7(A) OR (B), SUCH INDEMNIFIED PARTY SHALL, IF A
CLAIM IN RESPECT THEREOF IS TO BE MADE AGAINST AN INDEMNIFYING PARTY, GIVE
WRITTEN NOTICE TO THE LATTER OF THE COMMENCEMENT OF SUCH ACTION; PROVIDED,
HOWEVER, THAT THE FAILURE OF ANY INDEMNIFIED PARTY TO GIVE NOTICE AS PROVIDED
HEREIN SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF ITS OBLIGATIONS UNDER THE
PRECEDING SUBDIVISIONS OF THIS SECTION 2.7, EXCEPT TO THE EXTENT THAT THE
INDEMNIFYING PARTY IS ACTUALLY AND MATERIALLY PREJUDICED BY SUCH FAILURE TO GIVE
NOTICE. IN CASE ANY SUCH ACTION SHALL BE BROUGHT AGAINST ANY INDEMNIFIED PARTY
AND IT SHALL NOTIFY THE INDEMNIFYING PARTY OF THE COMMENCEMENT THEREOF, THE
INDEMNIFYING PARTY SHALL BE ENTITLED TO PARTICIPATE THEREIN AND, TO THE EXTENT
THAT IT MAY WISH, TO ASSUME THE DEFENSE THEREOF, WITH COUNSEL REASONABLY
SATISFACTORY TO SUCH INDEMNIFIED PARTY, AND AFTER NOTICE FROM THE INDEMNIFYING
PARTY TO SUCH INDEMNIFIED PARTY OF ITS ELECTION SO TO ASSUME THE DEFENSE
THEREOF, THE INDEMNIFYING PARTY SHALL NOT BE LIABLE TO SUCH INDEMNIFIED PARTY
FOR LEGAL OR OTHER EXPENSES SUBSEQUENTLY INCURRED BY THE LATTER IN CONNECTION
WITH THE DEFENSE THEREOF; PROVIDED, HOWEVER, THAT ANY INDEMNIFIED PARTY MAY, AT
ITS OWN EXPENSE, RETAIN SEPARATE COUNSEL TO PARTICIPATE IN SUCH DEFENSE.
NOTWITHSTANDING THE FOREGOING, IN ANY ACTION OR PROCEEDING IN WHICH THE COMPANY
AS WELL AS AN INDEMNIFIED PARTY IS, OR IS REASONABLY LIKELY TO BECOME, A PARTY,
SUCH INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO EMPLOY SEPARATE COUNSEL AT THE
EXPENSE OF THE COMPANY, AND TO CONTROL ITS OWN DEFENSE OF SUCH ACTION OR
PROCEEDING IF, IN THE REASONABLE OPINION OF COUNSEL TO SUCH INDEMNIFIED PARTY,
(A) THERE ARE OR MAY BE ANY LEGAL DEFENSES AVAILABLE TO SUCH INDEMNIFIED PARTY
OR TO OTHER INDEMNIFIED PARTIES THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE
AVAILABLE TO THE COMPANY, OR (B) ANY CONFLICT OR POTENTIAL CONFLICT EXIST
BETWEEN THE COMPANY AND SUCH INDEMNIFIED PARTY THAT WOULD MAKE SUCH SEPARATE
REPRESENTATION ADVISABLE IN THE OPINION OF THE INDEMNIFIED PARTY. NO
INDEMNIFYING PARTY SHALL BE LIABLE FOR ANY SETTLEMENT OF ANY ACTION OR
PROCEEDING EFFECTED WITHOUT ITS WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD. NO INDEMNIFYING PARTY SHALL, WITHOUT THE CONSENT OF THE
<PAGE>

INDEMNIFIED PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONSENT TO
ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT WHICH DOES NOT INCLUDE AS AN
UNCONDITIONAL TERM THEREOF THE GIVING BY THE CLAIMANT OR PLAINTIFF TO SUCH
INDEMNIFIED PARTY OF A RELEASE FROM ALL LIABILITY IN RESPECT TO SUCH CLAIM OR
LITIGATION OR WHICH REQUIRES ACTION OTHER THAN THE PAYMENT OF MONEY BY THE
INDEMNIFYING PARTY OR WHICH OTHERWISE ADVERSELY AFFECTS THE INDEMNIFIED PARTY.
NO INDEMNIFYING PARTY SHALL BE LIABLE FOR ANY SETTLEMENT OF ANY ACTION OR
PROCEEDING EFFECTED WITHOUT ITS WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE
UNREASONABLE WITHHELD.

           (D) CONTRIBUTION.  IF THE INDEMNIFICATION PROVIDED FOR IN THIS
SECTION 2.7 SHALL FOR ANY REASON BE HELD BY A COURT TO BE UNAVAILABLE TO AN
INDEMNIFIED PARTY UNDER SECTION 2.7(A) OR (B) HEREOF IN RESPECT OF ANY LOSS,
CLAIM, DAMAGE OR LIABILITY, OR ANY ACTION IN RESPECT THEREOF, THEN, IN LIEU OF
THE AMOUNT PAID OR PAYABLE UNDER SECTION 2.7(A) OR (B), THE INDEMNIFIED PARTY
AND THE INDEMNIFYING PARTY UNDER SECTION 2.7(A) OR (B) SHALL CONTRIBUTE TO THE
AGGREGATE LOSSES, CLAIMS, DAMAGES AND LIABILITIES (INCLUDING LEGAL OR OTHER
EXPENSES REASONABLY INCURRED IN CONNECTION WITH INVESTIGATING THE SAME), IN SUCH
PROPORTION AS IS APPROPRIATE TO REFLECT THE RELATIVE FAULT OF THE COMPANY ON ONE
HAND, AND THE PROSPECTIVE SELLERS ON THE OTHER HAND, WHICH RESULTED IN SUCH
LOSS, CLAIM, DAMAGE OR LIABILITY, OR ACTION OR PROCEEDING IN RESPECT THEREOF,
WITH RESPECT TO THE STATEMENTS OR OMISSIONS WHICH RESULTED IN SUCH LOSS, CLAIM,
DAMAGE OR LIABILITY, OR ACTION OR PROCEEDING IN RESPECT THEREOF, AS WELL AS ANY
OTHER RELEVANT EQUITABLE CONSIDERATIONS; PROVIDED, THAT FOR PURPOSES OF THIS
SECTION 2.7(D), NO SELLER SHALL BE OBLIGATED TO CONTRIBUTE TO ANOTHER PARTY ANY
AMOUNT IN EXCESS OF THE AMOUNT THAT SUCH SELLER WOULD HAVE BEEN OBLIGATED TO PAY
TO SUCH OTHER PARTY IF THE INDEMNITY UNDER SECTION 2.7(A) OR (B) WERE AVAILABLE.
THE RELATIVE FAULT SHALL BE DETERMINED BY REFERENCE TO WHETHER AN UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT OR OMISSION OR ALLEGED
OMISSION TO STATE A MATERIAL FACT RELATES TO INFORMATION SUPPLIED BY THE
INDEMNIFYING PARTY ON ONE HAND AND THE INDEMNIFIED PARTY ON THE OTHER HAND, THE
INTENT OF THE PARTIES AND THEIR RELATIVE KNOWLEDGE, ACCESS TO INFORMATION AND
<PAGE>

OPPORTUNITY TO CORRECT OR PREVENT SUCH STATEMENT OR OMISSION, BUT NOT BY A
PARTY'S SECURITY OWNERSHIP IN THE COMPANY.  NO PERSON GUILTY OF FRAUDULENT
MISREPRESENTATION (WITHIN THE MEANING OF SECTION 11(F) OF THE SECURITIES ACT)
SHALL BE ENTITLED TO CONTRIBUTION FROM ANY PERSON WHO WAS NOT GUILTY OF SUCH
FRAUDULENT MISREPRESENTATION. SUCH PROSPECTIVE SELLER'S OBLIGATIONS TO
CONTRIBUTE AS PROVIDED IN THIS SECTION 2.7(D) ARE SEVERAL IN PROPORTION TO THE
RELATIVE VALUE OF SUCH SELLER'S RESPECTIVE REGISTRABLE SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT AND NOT JOINT. IN ADDITION, NO PERSON SHALL BE
OBLIGATED TO CONTRIBUTE HEREUNDER ANY AMOUNTS IN PAYMENT FOR ANY SETTLEMENT OF
ANY ACTION OR CLAIM EFFECTED WITHOUT SUCH PERSON'S CONSENT, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD.


<PAGE>

           (E) INDEMNIFICATION PAYMENTS.  THE INDEMNIFICATION AND CONTRIBUTION
REQUIRED BY THIS SECTION 2.7 SHALL BE MADE BY PERIODIC PAYMENTS OF THE AMOUNT
THEREOF DURING THE COURSE OF THE INVESTIGATION OR DEFENSE, AS AND WHEN BILLS ARE
RECEIVED OR EXPENSE, LOSS, DAMAGE OR LIABILITY IS INCURRED.

           2.8 COMPANY'S RIGHT OF FIRST REFUSAL

           (A)  SECTION 8 OF INVESTMENT AGREEMENT.  PRIOR TO ANY SALE OF
REGISTRABLE SECURITIES BY ANY SELLING HOLDERS PURSUANT TO THE REGISTRATION
PROVISIONS OF SECTION 2.1 AND SECTION 2.2, RESPECTIVELY, THE COMPANY SHALL HAVE
THE RIGHT, EXERCISABLE IN ACCORDANCE WITH SECTION 8 OF THE INVESTMENT AGREEMENT,
TO PURCHASE ALL, BUT NOT LESS THAN ALL, OF THE REGISTRABLE SECURITIES TO BE
SUBJECT TO SUCH SALE BY ALL SUCH SELLING HOLDERS (THE "OFFERED SECURITIES") AT A
PURCHASE PRICE IN CASH EQUAL TO THE FIRST OFFER PRICE PER SHARE OF COMMON STOCK
OF THE OFFERED SECURITIES (ASSUMING FOR THIS PURPOSE THAT SUCH CONVERTIBLE
PREFERRED SECURITIES HAVE BEEN CONVERTED INTO COMMON STOCK).  FOR PURPOSES OF
THIS SECTION 2.8, (I) REFERENCES IN SECTION 8 OF THE INVESTMENT AGREEMENT TO THE
TERM "INVESTOR" SHALL INCLUDE, AS THE CONTEXT REQUIRES, THE SELLING HOLDERS,
(II) THE DEMAND FOR REGISTRATION OR REQUEST FOR REGISTRATION PROVIDED FOR IN
THIS AGREEMENT SHALL BE DEEMED TO BE THE TRANSFER NOTICE REQUIRED BY
SECTION 8(A) OF THE INVESTMENT AGREEMENT, (III) THE DATE FOR THE CLOSING OF A
PURCHASE BY THE COMPANY OF SPECIFIED REGISTRABLE SECURITIES FROM A SELLING
HOLDER SHALL NOT BE MORE THAN 10 BUSINESS DAYS AFTER THE DELIVERY BY THE COMPANY
OF AN ACCEPTANCE NOTICE (AS SUCH TERM IS DEFINED IN THE INVESTMENT AGREEMENT) TO
SUCH SELLING HOLDER, SUBJECT TO EXTENSION AS PROVIDED IN SECTION 8(F) OF THE
INVESTMENT AGREEMENT, AND (IV) IN THE EVENT THE COMPANY DOES NOT EXERCISE ITS
RIGHT TO PURCHASE REGISTRABLE SECURITIES, AND SUCH REGISTRABLE SECURITIES ARE TO
BE SOLD PURSUANT TO AN UNDERWRITTEN OFFERING, THEN THE SELLING HOLDERS OR THE
REQUESTING HOLDERS, AS THE CASE MAY BE, SHALL CAUSE THE MANAGING UNDERWRITER TO
USE ITS COMMERCIALLY REASONABLE EFFORTS NOT TO SELL ANY SUCH SHARES TO ANY OF
THE PERSONS DESCRIBED IN CLAUSES (X), (Y) OR (Z) OF SECTION 7(B) OF THE

<PAGE>

INVESTMENT AGREEMENT, SUBJECT TO THE EXCEPTIONS AND QUALIFICATIONS SET FORTH
THEREIN.

<PAGE>

           (B)  ADDITIONAL PURCHASE RIGHTS. IN THE EVENT THE COMPANY ELECTS NOT
TO EXERCISE ITS RIGHT TO PURCHASE THE OFFERED SECURITIES FROM THE SELLING
HOLDERS AS PROVIDED IN SECTION 2.8(A) AND THE OFFERING PRICE AT WHICH SUCH
OFFERED SECURITIES TO BE REGISTERED WITH THE COMMISSION PURSUANT TO SECTION 2.1
OR SECTION 2.2 AND PURCHASED FROM THE SELLING HOLDERS (THE "SECOND OFFER PRICE")
IS LESS THAN 95% OF THE FIRST OFFER PRICE, THEN THE COMPANY SHALL HAVE THE
ADDITIONAL RIGHT TO CANCEL THE PROPOSED PUBLIC OFFERING AND PURCHASE ALL SUCH
OFFERED SECURITIES FROM SUCH SELLING HOLDERS, AT THE SECOND OFFER PRICE (LESS
ANY UNDERWRITING DISCOUNTS AND COMMISSIONS).  THE COMPANY AND THE SELLING
HOLDERS SHALL CAUSE ANY UNDERWRITING AGREEMENT ENTERED INTO IN CONNECTION WITH
THE OFFER AND SALE OF THE OFFERED SECURITIES TO REFLECT SUCH PURCHASE RIGHT OF
THE COMPANY.  IMMEDIATELY, AND IN NO EVENT LESS THAN THREE BUSINESS DAYS, PRIOR
TO THE TIME THE REGISTRATION STATEMENT FILED BY THE COMPANY FOR THE REGISTRATION
OF THE OFFERED SECURITIES BECOMES EFFECTIVE UNDER THE SECURITIES ACT, (X) THE
REPRESENTATIVE SHALL, OR SHALL CAUSE THE MANAGING UNDERWRITER TO, NOTIFY THE
COMPANY, IN THE CASE OF A REGISTRATION REQUESTED PURSUANT TO SECTION 2.1, AND
(Y) THE COMPANY SHALL, OR SHALL CAUSE THE MANAGING UNDERWRITER TO, NOTIFY THE
SELLING HOLDERS, IN THE CASE OF A REGISTRATION REQUESTED PURSUANT TO
SECTION 2.2, OF THE SECOND OFFER PRICE.  IF THE COMPANY ELECTS TO EXERCISE ITS
RIGHT TO PURCHASE THE OFFERED SECURITIES AT THE SECOND OFFER PRICE (LESS ANY
UNDERWRITING DISCOUNTS AND COMMISSIONS), THE COMPANY SHALL PROMPTLY (AND PRIOR
TO THE EFFECTIVENESS OF THE REGISTRATION STATEMENT FOR SUCH OFFERED SECURITIES)
DELIVER AN ACCEPTANCE NOTICE (AS DEFINED IN THE INVESTMENT AGREEMENT) TO EACH
SELLING HOLDER OF ITS INTENTION TO PURCHASE THE OFFERED SECURITIES OWNED BY SUCH
SELLING HOLDER AT THE SECOND OFFER PRICE (LESS ANY UNDERWRITING DISCOUNTS AND
COMMISSIONS), ON A DATE NOT MORE THAN FIVE BUSINESS DAYS AFTER DELIVERY OF SUCH
ACCEPTANCE NOTICE (SUBJECT TO EXTENSION AS PROVIDED IN SECTION 8(F) OF THE
INVESTMENT AGREEMENT).  IF THE COMPANY ELECTS TO EXERCISE ITS PURCHASE RIGHTS
HEREUNDER AND PURCHASES THE OFFERED SECURITIES, THE COMPANY SHALL PAY ALL FEES
(INCLUDING ALL UNDERWRITING DISCOUNTS AND COMMISSIONS WHICH WOULD HAVE BEEN
GIVEN OR RETAINED BY SUCH UNDERWRITERS HAD THE PROPOSED PUBLIC OFFERING BEEN
CONSUMMATED) OF THE UNDERWRITERS IN CONNECTION WITH THE PREPARATION AND FILING
<PAGE>

OF THE REGISTRATION STATEMENT AND THE COMPANY SHALL PAY ALL REGISTRATION
EXPENSES OF THE SELLING HOLDERS WHICH WOULD HAVE BEEN PAYABLE BY IT PURSUANT TO
SECTIONS 2.1 OR 2.2 HAD THE COMPANY NOT EXERCISED ITS PURCHASE RIGHTS HEREUNDER.

      3.   RULE 144. THE COMPANY SHALL TAKE ALL ACTIONS REASONABLY NECESSARY TO
ENABLE HOLDERS OF REGISTRABLE SECURITIES TO SELL SUCH SECURITIES WITHOUT
REGISTRATION UNDER THE SECURITIES ACT WITHIN THE LIMITATION OF THE EXCEPTIONS
PROVIDED BY (A) RULE 144 UNDER THE SECURITIES ACT, AS SUCH RULE MAY BE AMENDED
FROM TIME TO TIME, OR (B) ANY SIMILAR RULES OR REGULATIONS HEREAFTER ADOPTED BY
THE COMMISSION, AND SUBJECT TO THE LIMITATIONS ON TRANSFER SET FORTH IN
SECTION 7 OF THE INVESTMENT AGREEMENT. UPON THE REQUEST OF ANY HOLDER OF
REGISTRABLE SECURITIES, THE COMPANY WILL DELIVER TO SUCH HOLDER A WRITTEN
STATEMENT AS TO WHETHER SUCH REQUIREMENTS HAVE BEEN COMPLIED WITH.

      4.   AMENDMENTS AND WAIVERS. THIS AGREEMENT MAY BE AMENDED WITH THE
WRITTEN CONSENT OF THE COMPANY AND THE COMPANY MAY TAKE ANY ACTION HEREIN
PROHIBITED, OR OMIT TO PERFORM ANY ACT HEREIN REQUIRED TO BE PERFORMED BY IT,
ONLY IF THE COMPANY SHALL HAVE OBTAINED THE WRITTEN CONSENT TO SUCH AMENDMENT,
ACTION OR OMISSION TO ACT, OF THE HOLDER OR HOLDERS OF AT LEAST A MAJORITY IN
AGGREGATE PRINCIPAL AMOUNT OR LIQUIDATION AMOUNT, AS THE CASE MAY BE, OF THE
REGISTRABLE SECURITIES AFFECTED BY SUCH AMENDMENT, ACTION OR OMISSION TO ACT;
PROVIDED, HOWEVER, THAT THE PROVISIONS SET FORTH IN THE THIRD SENTENCE OF
SECTION 5 MAY NOT, DIRECTLY OR INDIRECTLY, BE AMENDED OR MODIFIED WITHOUT THE
PRIOR WRITTEN CONSENT OF EACH LENDER (AS DEFINED IN SECTION 7(C) OF THE
INVESTMENT AGREEMENT) AFFECTED THEREBY. EACH HOLDER OF ANY REGISTRABLE
SECURITIES AT THE TIME OR THEREAFTER OUTSTANDING SHALL BE BOUND BY ANY CONSENT
AUTHORIZED BY THIS SECTION 4, WHETHER OR NOT SUCH REGISTRABLE SECURITIES SHALL
HAVE BEEN MARKED TO INDICATE SUCH CONSENT. NO COURSE OF DEALING BETWEEN ANY
PARTIES OR ANY DELAY ON THE PART OF ANY PARTY IN EXERCISING ANY RIGHTS HEREUNDER
OR UNDER ANY AGREEMENT CONTEMPLATED HEREBY SHALL OPERATE AS A WAIVER OF ANY
RIGHTS OF ANY SUCH PARTY. NO DELAY ON THE PART OF ANY PARTY IN EXERCISING ANY
RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, OR SHALL
<PAGE>

ANY WAIVER ON THE PART OF ANY PARTY OF ANY SUCH RIGHT, POWER OR PRIVILEGE, NOR
ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR PRIVILEGE, PRECLUDE
ANY FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER SUCH RIGHT, POWER OR
PRIVILEGE. THE RIGHTS AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND ARE NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT ANY PARTY MAY OTHERWISE HAVE AT LAW OR
IN EQUITY.

<PAGE>

      5.   TRANSFER OF REGISTRATION RIGHTS; TERMINATION. ANY HOLDER OF
REGISTRABLE SECURITIES MAY TRANSFER ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS
AGREEMENT TO ANY TRANSFEREE (EACH, A "TRANSFEREE") OF REGISTRABLE SECURITIES
OWNED BY SUCH HOLDER, SUBJECT TO THE LIMITATIONS ON TRANSFERS OF CONVERTIBLE
PREFERRED SECURITIES AND CONVERSION SHARES SET FORTH IN SECTION 7 OF THE
INVESTMENT AGREEMENT AND THE COMPANY'S RIGHTS OF PURCHASE SET FORTH IN SECTION 8
OF THE INVESTMENT AGREEMENT AND SECTION 2.8 OF THIS AGREEMENT; PROVIDED,
HOWEVER, THAT THE RIGHTS OF THE INVESTOR UNDER THIS AGREEMENT MAY BE ASSIGNED TO
A WHOLLY-OWNED SUBSIDIARY OF TMC, WITHOUT THE CONSENT OF THE COMPANY, PROVIDED
THAT TMC SHALL REMAIN LIABLE FOR THE OBLIGATIONS OF THE INVESTOR HEREUNDER.  ANY
TRANSFER OF RIGHTS PURSUANT TO THIS SECTION 5 SHALL BE EFFECTIVE UPON RECEIPT BY
THE COMPANY OF (I) A WRITTEN NOTICE FROM SUCH HOLDER STATING THE NAME AND
ADDRESS OF ANY TRANSFEREE AND IDENTIFYING THE AMOUNT OF REGISTRABLE SECURITIES
WITH RESPECT TO WHICH THE RIGHTS UNDER THIS AGREEMENT ARE BEING TRANSFERRED AND
THE NATURE OF THE RIGHTS SO TRANSFERRED AND (II) A WRITTEN AGREEMENT FROM SUCH
TRANSFEREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE INVESTMENT
AGREEMENT.  IN ADDITION TO THE FOREGOING, AND NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT OR THE INVESTMENT AGREEMENT, THE INVESTOR MAY
TRANSFER ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO ANY LENDER (AS
DEFINED IN SECTION 7(C) OF THE INVESTMENT AGREEMENT), SUBJECT TO THE COMPANY'S
RIGHTS OF PURCHASE SET FORTH IN SECTION 8 OF THE INVESTMENT AGREEMENT AND
SECTION 2.8 OF THIS AGREEMENT (OTHER THAN SECTION 2.8(A)(IV).  THE HOLDERS OF
REGISTRABLE SECURITIES MAY EXERCISE THE RIGHTS HEREUNDER IN SUCH PRIORITY AS
THEY SHALL AGREE UPON AMONG THEMSELVES.

      6.   NOMINEES FOR BENEFICIAL OWNERS. IN THE EVENT THAT ANY REGISTRABLE
SECURITIES ARE HELD BY A NOMINEE FOR THE BENEFICIAL OWNER THEREOF, THE
BENEFICIAL OWNER THEREOF MAY, AT ITS ELECTION IN WRITING DELIVERED TO THE
COMPANY, BE TREATED AS THE HOLDER OF SUCH REGISTRABLE SECURITIES FOR PURPOSES OF
ANY REQUEST OR OTHER ACTION BY ANY HOLDER OR HOLDERS OF REGISTRABLE SECURITIES
PURSUANT TO THIS AGREEMENT OR ANY DETERMINATION OF ANY NUMBER OR PERCENTAGE OF
REGISTRABLE SECURITIES HELD BY ANY HOLDER OR HOLDERS OF REGISTRABLE SECURITIES
<PAGE>

CONTEMPLATED BY THIS AGREEMENT. IF THE BENEFICIAL OWNER OF ANY REGISTRABLE
SECURITIES SO ELECTS, THE COMPANY MAY REQUIRE ASSURANCES REASONABLY SATISFACTORY
TO IT OF SUCH OWNER'S BENEFICIAL OWNERSHIP OF SUCH REGISTRABLE SECURITIES.

      7.   NOTICES.  ALL NOTICES, DEMANDS AND OTHER COMMUNICATIONS PROVIDED FOR
OR PERMITTED HEREUNDER SHALL BE MADE IN WRITING AND SHALL BE SENT BY REGISTERED
OR CERTIFIED FIRST-CLASS MAIL, RETURN RECEIPT REQUESTED, TELECOPIER, COURIER
SERVICE OR PERSONAL DELIVERY:

           (A) IF TO THE INVESTOR, AT 1999 BROADWAY, SUITE 4300, DENVER,
COLORADO 80202, ATTENTION: GENERAL COUNSEL OR AT SUCH OTHER ADDRESS AS THE
INVESTOR SHALL HAVE FURNISHED TO THE COMPANY IN THE MANNER SET FORTH HEREIN;

           (B) IF TO THE COMPANY, AT 4317 MIDDLE SETTLEMENT ROAD, NEW HARTFORD,
NEW YORK 13413, ATTENTION: ROBERT F. DROPKIN, VICE PRESIDENT, SECRETARY AND
CHIEF LEGAL COUNSEL OR AT SUCH OTHER ADDRESS AS THE COMPANY SHALL HAVE FURNISHED
TO EACH HOLDER OF REGISTRABLE SECURITIES AT THAT TIME OUTSTANDING IN THE MANNER
SET FORTH HEREIN; OR

<PAGE>

           (C)      IF TO ANY OTHER HOLDER OF REGISTRABLE SECURITIES, AT THE
ADDRESS THAT SUCH HOLDER SHALL HAVE FURNISHED TO THE COMPANY IN WRITING IN THE
MANNER SET FORTH HEREIN, OR, UNTIL SUCH HOLDER SO FURNISHES TO THE COMPANY AN
ADDRESS, THEN TO AND AT THE ADDRESS OF THE LAST HOLDER OF SUCH REGISTRABLE
SECURITIES WHO HAS FURNISHED AN ADDRESS TO THE COMPANY.

      ALL SUCH NOTICES AND COMMUNICATIONS SHALL BE DEEMED TO HAVE BEEN DULY
GIVEN: WHEN DELIVERED BY HAND, IF PERSONALLY DELIVERED; WHEN DELIVERED BY A
COURIER, IF DELIVERED BY OVERNIGHT COURIER SERVICE; THREE BUSINESS DAYS AFTER
BEING DEPOSITED IN THE MAIL, POSTAGE PREPAID, IF MAILED; AND WHEN RECEIPT IS
ACKNOWLEDGED, IF TELECOPIED.

      8.   SUCCESSORS AND ASSIGNS; THIRD PARTIES.

           (A) SUBJECT TO SECTION 5, THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS. EXCEPT BY OPERATION OF LAW, THIS AGREEMENT SHALL NOT BE
ASSIGNED BY THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDERS OF A
MAJORITY OF THE REGISTRABLE SECURITIES OUTSTANDING AT THE TIME SUCH CONSENT IS
REQUIRED.

           (B) NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED OR
SHALL BE CONSTRUED TO CONFER UPON ANY PERSON (OTHER THAN THE PARTIES AND THEIR
SUCCESSORS AND PERMITTED ASSIGNS AND ANY PERSON ENTITLED TO THE BENEFIT OF
SECTION 2.7) ANY RIGHT, REMEDY OR CLAIM UNDER OR BY REASON OF THIS AGREEMENT.

      9.   NO INCONSISTENT AGREEMENTS; ACKNOWLEDGMENT. THE COMPANY WILL NOT
HEREAFTER ENTER INTO ANY AGREEMENT WITH RESPECT TO ITS SECURITIES WHICH IS
INCONSISTENT WITH THE RIGHTS GRANTED TO THE HOLDERS OF REGISTRABLE SECURITIES IN
THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY
WILL NOT HEREAFTER ENTER INTO ANY AGREEMENT WITH RESPECT TO ITS SECURITIES WHICH
GRANTS TO ANY HOLDER OF ITS SECURITIES IN CONNECTION WITH A PIGGY-BACK
<PAGE>

REGISTRATION OF SUCH SECURITIES EQUAL OR HIGHER PRIORITY TO THE RIGHTS GRANTED
TO THE HOLDERS OF REGISTRABLE SECURITIES UNDER SECTION 2.  THE PARTIES HEREBY
ACKNOWLEDGE THAT, ON THE DATE HEREOF, THE COMPANY AND INCO WILL ENTER INTO THE
INCO REGISTRATION RIGHTS AGREEMENT PURSUANT TO WHICH THE COMPANY WILL GRANT TO
INCO CERTAIN PIGGY-BACK REGISTRATION RIGHTS FOR THE REGISTRABLE SECURITIES HELD
BY IT, WHICH RIGHTS WILL BE SUBORDINATE TO THE PIGGYBACK RIGHTS GRANTED PURSUANT
TO SECTION 2.2.

      10.  REMEDIES. EACH HOLDER OF REGISTRABLE SECURITIES, IN ADDITION TO
BEING ENTITLED TO EXERCISE ALL RIGHTS GRANTED BY LAW, INCLUDING RECOVERY OF
DAMAGES, WILL BE ENTITLED TO SPECIFIC PERFORMANCE OF ITS RIGHTS UNDER THIS
AGREEMENT. THE COMPANY AGREES THAT MONETARY DAMAGES WOULD NOT BE ADEQUATE
COMPENSATION FOR ANY LOSS INCURRED BY REASON OF A BREACH BY IT OF THE PROVISIONS
OF THIS AGREEMENT AND HEREBY AGREES TO WAIVE THE DEFENSE IN ANY ACTION FOR
SPECIFIC PERFORMANCE THAT A REMEDY AT LAW WOULD BE ADEQUATE.


<PAGE>

      11.  SEVERABILITY. IF ANY TERM OR PROVISION OF THIS AGREEMENT IS HELD BY
A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE, THE
REMAINDER OF THE TERMS AND PROVISIONS SET FORTH HEREIN SHALL REMAIN IN FULL
FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED, AND
THE PARTIES HERETO SHALL USE THEIR BEST EFFORTS TO FIND AND EMPLOY AN
ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS THAT
CONTEMPLATED BY SUCH TERM OR PROVISION.

      12.  CALCULATION OF PERCENTAGE INTERESTS IN REGISTRABLE SECURITIES. FOR
PURPOSES OF THIS AGREEMENT, ALL REFERENCES TO A PERCENTAGE OF THE REGISTRABLE
SECURITIES SHALL BE CALCULATED BASED UPON THE NUMBER OF SHARES, WARRANTS OR
RIGHTS OR THE AGGREGATE PRINCIPAL AMOUNT OR LIQUIDATION AMOUNT, AS APPLICABLE,
OF REGISTRABLE SECURITIES OUTSTANDING AT THE TIME SUCH CALCULATION IS MADE.

      13.  ENTIRE AGREEMENT. THIS AGREEMENT IS INTENDED BY THE PARTIES AS A
FINAL EXPRESSION OF THEIR AGREEMENT AND INTENDED TO BE A COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF
THE SUBJECT MATTER CONTAINED HEREIN. THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN.
THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE
PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.

      14.  HEADINGS.  THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.

      15.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.

      16.  COUNTERPARTS.  THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH
<PAGE>

WHEN SO EXECUTED SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER
SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.

      17.  ACKNOWLEDGMENT.  THE PARTIES HERETO HEREBY ACKNOWLEDGE THAT, AT THE
CLOSING TIME, THE INVESTOR AND TMC SHALL ASSIGN THEIR RIGHTS UNDER THIS
AGREEMENT TO BANKERS TRUST COMPANY OR ITS AGENT ("BTC"), AS COLLATERAL SECURITY
FOR CERTAIN OBLIGATIONS OWED BY THE INVESTOR AND TMC TO BTC AND CERTAIN OTHER
PARTIES, AND THAT BTC, IN ITS INDIVIDUAL CAPACITY AND AS AGENT FOR THE OTHER
LENDERS (AS DEFINED IN SECTION 7(C) OF THE INVESTMENT AGREEMENT), SHALL
CONSTITUTE A LENDER FOR PURPOSES OF SECTIONS 4 AND 5 HEREOF.

<PAGE>


      IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE
DULY EXECUTED AND DELIVERED AS OF THE DATE FIRST ABOVE WRITTEN.



                         TIMET FINANCE MANAGEMENT COMPANY

                         BY:    /S/ SUSAN E. ALDERTON
                            NAME:  SUSAN E. ALDERTON
                            TITLE:    TREASURER


                         SPECIAL METALS CORPORATION


                         BY:    /S/ DONALD R. MUZYKA
                            NAME: DONALD R. MUZYKA
                            TITLE:   PRESIDENT AND CHIEF EXECUTIVE OFFICER

<PAGE>