<PAGE>

                                                                    Exhibit 10.4

                         REGISTRATION RIGHTS AGREEMENT
                         -----------------------------


        This Registration Rights Agreement (the "Agreement") is made and entered
into as of this 8th day of June, 1999 by and among Cambridge Heart, Inc., a
Delaware corporation (the "Company"), and the "Investors" named in that Purchase
Agreement of even date herewith by and among the Company and the Investors (the
"Purchase Agreement").

        The parties hereby agree as follows:

        1. Certain Definitions
           -------------------

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

        "Additional Registrable Securities" shall mean the shares of Common
         ---------------------------------
Stock, if any, issued to the Investors pursuant to Section 7.1 of the Purchase
Agreement.

        "Common Stock" shall mean the Company's Common Stock, par value $0.001
         ------------
per share.

        "Investors" shall mean the purchasers identified in the Purchase
         ---------
Agreement and any affiliate of any Investor who is a subsequent holder of any
Warrants, Registrable Securities or Additional Registrable Securities.

        "Prospectus" shall mean the prospectus included in any Registration
         ----------
Statement, as amended or supplemented by any amendment or prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities or Additional Registrable Securities covered by such Registration
Statement and by all other amendments and supplements to the prospectus,
including post-effective amendments and all material incorporated by reference
in such prospectus.

        "Register," "registered" and "registration" refer to a registration made
         --------    ----------       ------------
by preparing and filing a registration statement or similar document in
compliance with the 1933 Act (as defined below), and the declaration or ordering
of effectiveness of such registration statement or document.

        "Registrable Securities" shall mean the shares of Common Stock issued
         ----------------------
and issuable to the Investors pursuant to the Purchase Agreement (other than
additional shares of Common Stock issuable pursuant to Section 7.1 of the
Purchase Agreement) and issuable upon the exercise of the Warrants.

        "Registration Statement" shall mean any registration statement filed by
         ----------------------
the Company under the 1933 Act of the Company that covers the resale of any of
the Registrable
<PAGE>

Securities or Additional Registrable Securities pursuant to the provisions of
this Agreement, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated
by reference in such Registration Statement.

        "SEC" means the U.S. Securities and Exchange Commission.
         ---

        "1933 Act" means the Securities Act of 1933, as amended, and the rules
         --------
and regulations promulgated thereunder.

        "1934 Act" means the Securities Exchange Act of 1934, as amended, and
         --------
the rules and regulations promulgated thereunder.

        "Warrants" mean the warrants to purchase shares of Common Stock issued
         --------
to the Investors pursuant to the Purchase Agreement, the form of which is
attached to the Purchase Agreement as Exhibit A.

        2.  Registration.
            ------------

        (a)  Registration Statements.
             -----------------------

        (i) Registrable Securities. Promptly following the closing of the
            ----------------------
purchase and sale of Common Stock and Warrants contemplated by the Purchase
Agreement (the "Closing Date") (but no later than thirty (30) days after the
Closing Date), the Company shall prepare and file with the SEC one Registration
Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on
such form of registration statement as is then available to effect a
registration for resale of the Registrable Securities, subject to the Investors'
consent) covering the resale of the Registrable Securities in an amount equal to
the number of shares of Common Stock issued to the Investors on the Closing Date
plus the number of shares of Common Stock necessary to permit the exercise in
full of the Warrants. Such Registration Statement also shall cover, to the
extent allowable under the 1933 Act and the Rules promulgated thereunder
(including Rule 416), such indeterminate number of additional shares of Common
Stock resulting from stock splits, stock dividends or similar transactions with
respect to the Registrable Securities. No securities shall be included in the
Registration Statement without the consent of each Investor other than the
Registrable Securities. The Registration Statement (and each amendment or
supplement thereto, and each request for acceleration of effectiveness thereof)
shall be provided in accordance with Section 3(c) to the Investors and their
counsel prior to its filing or other submission.

        (ii) Additional Registrable Securities. Upon the written demand of any
             ---------------------------------
Investor and following the issuance of any additional shares of Common Stock to
such Investor pursuant to Section 7.1 of the Purchase Agreement, the Company
shall prepare and file with the SEC one Registration Statement on Form S-3 (or,
if Form S-3 is not then available to the Company, on such form of registration
statement as is then available to effect a registration for resale of the
Additional Registrable Securities, subject to the Investor's consent) covering
the

                                       2
<PAGE>

resale of the Additional Registrable Securities in an amount equal to the
number of shares of Common Stock issued to and designated in the demand by such
Investor. Such Registration Statement also shall cover, to the extent allowable
under the 1933 Act and the Rules promulgated thereunder (including Rule 416),
such indeterminate number of additional shares of Common Stock resulting from
stock splits, stock dividends or similar transactions with respect to the
Additional Registrable Securities. No securities shall be included in the
Registration Statement without the consent of the Investor other than the
Registrable Securities and the Additional Registrable Securities. The
Registration Statement (and each amendment or supplement thereto, and each
request for acceleration of effectiveness thereof) shall be provided in
accordance with Section 3(c) to the Investor and its counsel prior to its filing
or other submission.

        (b) Expenses. The Company will pay all expenses associated with each
            --------
registration, including the Investors' reasonable expenses in connection with
the registration (including the reasonable expenses of one counsel designated by
the Investors) but excluding discounts, commissions, fees of underwriters,
selling brokers, dealer managers or similar securities industry professionals.

        (c) Effectiveness.
            -------------

        (i)  The Company shall use its best efforts to have each Registration
Statement declared effective as soon as practicable.  If (A) the Registration
Statement covering Registrable Securities is not declared effective by the SEC
within three (3) months following the Closing Date, or the Registration
Statement covering Additional Registrable Securities is not declared effective
by the SEC within three (3) months following the demand of an Investor relating
to the Additional Registrable Securities covered thereby, (each, a "Registration
Date"), (B) after a Registration Statement has been declared effective by the
SEC, sales cannot be made pursuant to such Registration Statement (by reason of
a stop order, or the Company's failure to update the Registration Statement) but
except as excused pursuant to subparagraph (ii) below, or (C) the Common Stock
generally or the Registrable Securities specifically is not listed or included
for quotation on the Nasdaq National Market System, the Nasdaq Small Cap Market,
the New York Stock Exchange or the American Stock Exchange, then the Company
will make pro-rata payments to each Investor, as liquidated damages and not as a
penalty, in an amount equal to 2% of the aggregate amount paid by such Investor
on the Closing Date to the Company for any month or pro rata for any portion
thereof following the Registration Date during which any of the events described
in (A) or (B) or (C) above occurs and is continuing (the "Blackout Period").
The Blackout Period shall terminate upon (x) the effectiveness of the applicable
Registration Statement in the case of (A) and (B) above; (y) listing or
inclusion of the Common Stock on the Nasdaq National Market System, the Nasdaq
Small Cap Market, the New York Stock Exchange or the American Stock Exchange in
the case of (C) above; and (z) in the case of the events described in (A) or (B)
above, the earlier termination of the Registration Period (as defined in Section
3(a) below).  The amounts payable as liquidated damages pursuant to this
paragraph shall be payable, at the option of the Company, in lawful money of the
United States or in shares of Common Stock at the Market Price (as that term is
defined in the Purchase Agreement), and amounts payable as liquidated damages
shall be paid monthly on the last day of each month following the commencement
of the Blackout Period until the termination of the Blackout Period.

                                       3
<PAGE>

Amounts payable as liquidated damages hereunder shall cease when an Investor no
longer holds Warrants or Registrable Securities, or Additional Registrable
Securities, as applicable.

        (ii) For not more than ten (10) consecutive trading days or for a
total of not more than twenty (20) trading days in any twelve (12) month period,
the Company may delay the disclosure of material non-public information
concerning the Company, by terminating or suspending effectiveness of any
registration contemplated by this Section containing such information, the
disclosure of which at the time is not, in the good faith opinion of the
Company, in the best interests of the Company (an "Allowed Delay"); provided,
that the Company shall promptly (a) notify the Investors in writing of the
existence of (but in no event, without the prior written consent of an Investor,
shall the Company disclose to such Investor any of the facts or circumstances
regarding) material non-public information giving rise to an Allowed Delay, and
(b) advise the Investors in writing to cease all sales under the Registration
Statement until the end of the Allowed Delay. The duration of the MFN Period
provided for in the Purchase Agreement will be extended by the number of days of
any and all Allowed Delays.

        (d) Underwritten Offering. If any offering pursuant to a Registration
            ---------------------
Statement pursuant to Section 2(a) hereof involves an underwritten offering, the
Company shall have the right to select an investment banker and manager to
administer the offering, which investment banker or manager shall be reasonably
satisfactory to the Investors.

        3. Company Obligations. The Company will use its best efforts to effect
           -------------------
the registration of the Registrable Securities and Additional Registrable
Securities in accordance with the terms hereof, and pursuant thereto the Company
will, as expeditiously as possible:

        (a) use its best efforts to cause such Registration Statement to become
effective and to remain continuously effective for a period that will terminate
upon the earlier of the date on which all Registrable Securities or Additional
Registrable Securities, as the case may be, covered by such Registration
Statement, as amended from time to time, have been sold (the "Registration
Period");

        (b) prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement and the Prospectus as may be necessary
to keep the Registration Statement effective for the period specified in Section
3(a) and to comply with the provisions of the 1933 Act and the 1934 Act with
respect to the distribution of all Registrable Securities and Additional
Registrable Securities; provided that, at least three (3) days prior to the
filing of a Registration Statement or Prospectus, or any amendments or
supplements thereto, the Company will furnish to the Investors copies of all
documents proposed to be filed, which documents will be subject to the comments
of the Investors;

        (c) permit one counsel designated by the Investors to review each
Registration Statement and all amendments and supplements thereto no fewer than
seven (7) days prior to their filing with the SEC and not file any document to
which such counsel reasonably objects;

                                       4
<PAGE>

        (d) furnish to the Investors and their legal counsel (i) promptly after
the same is prepared and publicly distributed, filed with the SEC, or received
by the Company, one copy of any Registration Statement and any amendment
thereto, each preliminary prospectus and Prospectus and each amendment or
supplement thereto, and each letter written by or on behalf of the Company to
the SEC or the staff of the SEC, and each item of correspondence from the SEC or
the staff of the SEC, in each case relating to such Registration Statement
(other than any portion of any thereof which contains information for which the
Company has sought confidential treatment), and (ii) such number of copies of a
Prospectus, including a preliminary prospectus, and all amendments and
supplements thereto and such other documents as each Investor may reasonably
request in order to facilitate the disposition of the Registrable Securities and
Additional Registrable Securities owned by such Investor;

        (e) in the event the Company selects an underwriter for the offering,
the Company shall enter into and perform its reasonable obligations under an
underwriting agreement, in usual and customary form, including, without
limitation, customary indemnification and contribution obligations, with the
underwriter of such offering;

        (f) if required by the underwriter, at the request of the Investors, the
Company shall furnish, on the date that Registrable Securities or Additional
Registrable Securities, as applicable, are delivered to an underwriter, if any,
for sale in connection with the Registration Statement (i) an opinion, dated as
of such date, from counsel representing the Company for purposes of such
Registration Statement, in form, scope and substance as is customarily given in
an underwritten public offering, addressed to the underwriter and the Investors
and (ii) 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 underwriter and the Investors;

        (g) make effort to prevent the issuance of any stop order or other
suspension of effectiveness and, if such order is issued, obtain the withdrawal
of any such order at the earliest possible moment;

        (h) furnish to each Investor at least five copies of the Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules by courier pursuant to the notice requirements of
Section 10.4 of the Purchase Agreement;

        (i) prior to any public offering of Registrable Securities or Additional
Registrable Securities, use its reasonable best efforts to register or qualify
or cooperate with the Investors and their counsel in connection with the
registration or qualification of such Registrable Securities or Additional
Registrable Securities, as applicable, for offer and sale under the securities
or blue sky laws of such jurisdictions as the Investors reasonably request in
writing and do any and all other reasonable acts or things necessary or
advisable to enable the distribution in such jurisdictions of the Registrable
Securities or Additional Registrable Securities covered by the Registration
Statement;

                                       5
<PAGE>

        (j) cause all Registrable Securities or Additional Registrable
Securities covered by a Registration Statement to be listed on each securities
exchange, interdealer quotation system or other market on which similar
securities issued by the Company are then listed;

        (k) immediately notify the Investors, at any time when a Prospectus
relating to the Registrable Securities or Additional Registrable Securities 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 then existing, and at the request of any such holder, promptly
prepare and furnish to such holder 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 Registrable Securities or Additional
Registrable Securities, as applicable, such Prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing; and

        (l) otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC under the 1933 Act and the 1934 Act, take such other
actions as may be reasonably necessary to facilitate the registration of the
Registrable Securities and Additional Registrable Securities, if applicable,
hereunder; and make available to its security holders, as soon as reasonably
practicable, but not later than the Availability Date (as defined below), an
earnings statement covering a period of at least twelve months, beginning after
the effective date of each Registration Statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the 1933 Act (for the purpose
of this subsection 3(m), "Availability Date" means the 45th day following the
end of the fourth fiscal quarter that includes the effective date of such
Registration Statement, except that, if such fourth fiscal quarter is the last
quarter of the Company's fiscal year, "Availability Date" means the 90th day
after the end of such fourth fiscal quarter).

        4.  Obligations of the Investors.
            ----------------------------

        (a) 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 or Additional Registrable Securities, as applicable, that
each Investor shall furnish in writing to the Company such information regarding
itself, the Registrable Securities or Additional Registrable Securities, as
applicable, held by it and the intended method of disposition of the Registrable
Securities or Additional Registrable Securities, as applicable, held by it, as
shall be reasonably required to effect the registration of such Registrable
Securities or Additional Registrable Securities, as applicable, and shall
execute such documents in connection with such registration as the Company may
reasonably request. At least fifteen (15) business days prior to the first
anticipated filing date of any Registration Statement, the Company shall notify
each Investor of the information the Company requires from such Investor if such
Investor elects to have any of the Registrable Securities or Additional
Registrable Securities included in the Registration

                                       6
<PAGE>

Statement. An Investor shall provide such information to the Company at least
five (5) business days prior to the first anticipated filing date of such
Registration Statement if such Investor elects to have any of the Registrable
Securities or Additional Registrable Securities included in the Registration
Statement.

        (b) Each Investor, by its acceptance of the Registrable Securities and
Additional Registrable Securities, if any, agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and
filing of a Registration Statement hereunder, unless such Investor has notified
the Company in writing of its election to exclude all of its Registrable
Securities or Additional Registrable Securities, as applicable, from the
Registration Statement, in which case the Investor shall be deemed to have
waived its rights to have Registrable Securities or Additional Registrable
Securities, as the case may be, registered under this Agreement, unless the
Investor has good cause for such an election.

        (c) In the event the Company determines to engage the services of an
underwriter, each Investor agrees to enter into and perform its obligations
under an underwriting agreement, in usual and customary form, including, without
limitation, customary indemnification and contribution obligations, with the
managing underwriter of such offering and take such other actions as are
reasonably required in order to expedite or facilitate the dispositions of the
Registrable Securities or Additional Registrable Securities, as applicable.

        (d) Each Investor agrees that, upon receipt of any notice from the
Company of the happening of any event rendering a Registration Statement no
longer effective, such Investor will immediately discontinue disposition of
Registrable Securities or Additional Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities or Additional
Registrable Securities, until the Investor's receipt of the copies of the
supplemented or amended prospectus filed with the SEC and declared effective
and, if so directed by the Company, the Investor shall deliver to the Company
(at the expense of the Company) or destroy (and deliver to the Company a
certificate of destruction) all copies in the Investor's possession of the
prospectus covering the Registrable Securities or Additional Registrable
Securities, as applicable, current at the time of receipt of such notice.

        (e) No Investor may participate in any underwritten registration
hereunder unless it (i) agrees to sell the Registrable Securities or Additional
Registrable Securities, as applicable, on the basis provided in any underwriting
arrangements in usual and customary form entered into by the Company, (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements, and (iii) agrees to pay its pro rata share of
all underwriting discounts and commissions and any expenses in excess of those
payable by the Company pursuant to the terms of this Agreement.

                                       7
<PAGE>

        5.  Indemnification.
            ---------------

        (a) Indemnification by Company. The Company agrees to indemnify and hold
            --------------------------
harmless, to the fullest extent permitted by law the Investors, each of their
officers, directors, partners and employees and each person who controls the
Investors (within the meaning of the 1933 Act) and each underwriter of
Registrable Securities and Additional Registrable Securities against all losses,
claims, damages, liabilities, costs (including, without limitation, reasonable
attorney's fees) and expenses imposed on such person caused by (i) any untrue or
alleged untrue statement of a material fact contained in any Registration
Statement, Prospectus or any preliminary prospectus 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 not misleading, except insofar as the same are based upon any
information furnished in writing to the Company by such Investors, expressly for
use therein, or (ii) any violation by the Company of any federal, state or
common law, rule or regulation applicable to the Company in connection with any
Registration Statement, Prospectus or any preliminary prospectus, or any
amendment or supplement thereto, and shall reimburse in accordance with
subparagraph (c) below, each of the foregoing persons for any legal and any
other expenses reasonably incurred in connection with investigating or defending
any such claims. The foregoing is subject to the condition that, insofar as the
foregoing indemnities relate to any untrue statement, alleged untrue statement,
omission or alleged omission made in any preliminary prospectus or Prospectus
that is eliminated or remedied in any Prospectus or amendment or supplement
thereto, the above indemnity obligations of the Company shall not inure to the
benefit of any indemnified party if a copy of such corrected Prospectus or
amendment or supplement thereto had been made available to such indemnified
party and was not sent or given by such indemnified party at or prior to the
time such action was required of such indemnified party by the 1933 Act and if
delivery of such Prospectus or amendment or supplement thereto would have
eliminated (or been a sufficient defense to) any liability of such indemnified
party with respect to such statement or omission. Indemnity under this Section
5(a) shall remain in full force and effect regardless of any investigation made
by or on behalf of any indemnified party and shall survive the permitted
transfer of the Registrable Securities and Additional Registrable Securities.

        (b) Indemnification by Investor. In connection with any registration
            ---------------------------
pursuant to the terms of this Agreement, each Investor will furnish to the
Company in writing such information as the Company reasonably requests
concerning the holders of Registrable Securities and Additional Registrable
Securities or the proposed manner of distribution for use in connection with any
Registration Statement or Prospectus and agrees, severally but not jointly, to
indemnify and hold harmless, to the fullest extent permitted by law, the
Company, its directors, officers, employees, stockholders and each person who
controls the Company (within the meaning of the 1933 Act) and each underwriter
of Registrable Securities and Additional Registrable Securities against any
losses, claims, damages, liabilities and expense (including reasonable
attorney's fees) resulting from any untrue statement of a material fact or any
omission of a material fact required to be stated in the Registration Statement
or Prospectus or preliminary prospectus or amendment or supplement thereto or
necessary to make the statements therein not misleading, to the extent, but only
to the extent that such untrue statement or omission is contained in any
information furnished in writing by such Investor to the Company specifically
for

                                       8
<PAGE>

inclusion in such Registration Statement or Prospectus or amendment or
supplement thereto and that such information was substantially relied upon by
the Company in preparation of the Registration Statement or Prospectus or any
amendment or supplement thereto. In no event shall the liability of an Investor
be greater in amount than the dollar amount of the proceeds (net of all expense
paid by such Investor and the amount of any damages such holder has otherwise
been required to pay by reason of such untrue statement or omission) received by
such Investor upon the sale of the Registrable Securities or Additional
Registrable Securities included in the Registration Statement giving rise to
such indemnification obligation.

        (c) Conduct of Indemnification Proceedings. Any person entitled to
            --------------------------------------
indemnification hereunder shall (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided that any person entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such person unless (a) the indemnifying party
has agreed to pay such fees or expenses, or (b) the indemnifying party shall
have failed to assume the defense of such claim and employ counsel reasonably
satisfactory to such person or (c) in the reasonable judgment of any such
person, based upon written advice of its counsel, a conflict of interest exists
between such person and the indemnifying party with respect to such claims (in
which case, if the person notifies the indemnifying party in writing that such
person elects to employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall not have the right to assume the defense of
such claim on behalf of such person); and provided, further, that the failure of
any indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations hereunder, except to the extent that such
failure to give notice shall materially adversely affect the indemnifying party
in the defense of any such claim or litigation. It is understood that the
indemnifying party shall not, in connection with any proceeding in the same
jurisdiction, be liable for fees or expenses of more than one separate firm of
attorneys at any time for all such indemnified parties. No indemnifying party
will, except with the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement that 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 of such claim or litigation.

        (d) Contribution. If for any reason the indemnification provided for in
            ------------
the preceding paragraphs (a) and (b) is unavailable to an indemnified party or
insufficient to hold it harmless, other than as expressly specified therein,
then the indemnifying party shall contribute to the amount paid or payable by
the indemnified party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault of the
indemnified party and the indemnifying party, as well as any other relevant
equitable considerations. No person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the 1933 Act shall be entitled to
contribution from any person not guilty of such fraudulent misrepresentation. In
no event shall the contribution obligation of a holder of Registrable Securities
or Additional Registrable Securities be greater in amount than the dollar amount
of the proceeds (net of all expenses paid by such holder and the amount of any
damages such holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged

                                       9
<PAGE>

omission) received by it upon the sale of the Registrable Securities or
Additional Registrable Securities giving rise to such contribution obligation.

        6.  Miscellaneous.
            -------------

        (a) Amendments and Waivers. This Agreement may be amended only by a
            ----------------------
writing signed by the parties hereto. 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 each Investor.

        (b) Notices. All notices and other communications provided for or
            -------
permitted hereunder shall be made as set forth in Section 10.4 of the Purchase
Agreement.

        (c) Assignments and Transfers by Investors. This Agreement and all the
            --------------------------------------
rights and obligations of the Investors hereunder may not be assigned or
transferred to any transferee or assignee except to an affiliate of an Investor
who is a subsequent holder of any Warrants, Registrable Securities or Additional
Registrable Securities.

        (d) Assignments and Transfers by the Company. This Agreement may not be
            ----------------------------------------
assigned by the Company without the prior written consent of each Investor,
except that without the prior written consent of the Investors, but after notice
duly given, the Company shall assign its rights and delegate its duties
hereunder to any successor-in-interest corporation, and such successor-in-
interest shall assume such rights and duties, in the event of a merger or
consolidation of the Company with or into another corporation or the sale of all
or substantially all of the Company's assets.

        (e) Benefits of the Agreement. The terms and conditions of this
            -------------------------
Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.

        (f) Counterparts. This Agreement may be executed in two or more
            ------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

        (g) Titles and Subtitles. The titles and subtitles used in this
            --------------------
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

        (h) Severability. If one or more provisions of this Agreement are held
            ------------
to be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its terms
to the fullest extent permitted by law.

                                       10
<PAGE>

        (i) Further Assurances. The parties shall execute and deliver all such
            ------------------
further instruments and documents and take all such other actions as may
reasonably be required to carry out the transactions contemplated hereby and to
evidence the fulfillment of the agreements herein contained.

        (j) 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. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

        (k) Applicable Law. This Agreement shall be governed by, and construed
            --------------
in accordance with, the laws of the State of New York without regard to
principles of conflicts of law.

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


The Company:


                                            By:     /s/Jeffrey Arnold
                                                    -----------------
                                            Name:   Jeffrey Arnold
                                            Title:  Chief Executive Officer



The Investors:


                                            By:     /s/ Jason McCarroll
                                                    -------------------
                                                    Brighton Holdings Limited
                                                       as Sole Director


                                            By:     /s/ Geoffrey Galley
                                                    -------------------
                                            Name:   Geoffrey Galley
                                            Title:


                                            By:     /s/ David M. Greenhouse
                                                    -----------------------
                                            Name:   David M. Greenhouse
                                            Title:


                                            By:     /s/ David M. Greenhouse
                                                    -----------------------
                                            Name:   David M. Greenhouse
                                            Title:

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