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                                                                    Exhibit 4.12


                          REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION RIGHTS AGREEMENT dated as of May 1, 2002 (this
"Agreement"), by and among R.A.B. HOLDINGS, INC., a Delaware corporation (the
"Company"), and each of the Persons executing a signature page hereto (the
"Securityholders").

                  The Company is issuing to each of the Securityholders a
Warrant (each, a "Warrant") to purchase shares of the Company's common stock,
par value $.01 per share (the "Common Stock"), and in connection therewith the
Company, the Securityholders and the principal stockholder of the Company are
entering into a Securityholders Agreement dated as of even date herewith,
pursuant to which the Company agreed to enter into this Agreement. The Company
and the Securityholders desire to provide for the registration of the shares of
Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") upon
the terms, provisions and conditions set forth in this Agreement.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and legal adequacy of which are hereby acknowledged by the parties, the
parties hereby agree as follows:

         1. Definitions. For purposes of this Agreement, the terms set forth in
this Section 1 shall be defined as provided in this Section 1:

                  (a) "Business Day" shall mean a day other than a Saturday, a
Sunday or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

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

                  (c) "Form S-3" means such form under the Securities Act as in
effect on the date hereof or any successor form under the Securities Act.

                  (d) "Holder" means any Person owning or having the right to
acquire Registrable Securities by virtue of being a Securityholder under this
Agreement and the Securityholders Agreement.

                  (e) "IPO" means the first firm commitment underwritten public
offering by the Company of shares of its Common Stock pursuant to a registration
statement on Form S-1 under the Securities Act, pursuant to which the Company
sells shares for its own account (other than an offering relating either to the
sale of securities to employees of the Company pursuant to a stock option, stock
purchase or similar plan or a transaction subject to Rule 145 promulgated under
the Exchange Act or any successor to said Rule).

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                  (f) A "Person" means a corporation, an association, a
partnership, an organization or business, an individual, a government or
political subdivision thereof or a governmental agency.

                  (g) "Register," "Registered," and "Registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document.

                  (h) "Registrable Securities" means any of the following, to
the extent held by a Holder: (i) the shares of Common Stock issuable or issued
upon exercise of a Warrant and (ii) any other shares of capital stock of the
Company issued as a dividend or other distribution with respect to, or in
exchange for or in replacement of, the shares described in clause (i) of this
definition. Notwithstanding the foregoing, Common Stock or other securities
shall only be treated as Registrable Securities if and so long as they have not
been (A) sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction, or (B) sold in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act under Section 4(1) thereof so that all transfer restrictions, and
restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale.

                  (i) The number of shares of "Registrable Securities then
outstanding" shall be deemed to be equal to the sum of the number of shares of
Common Stock outstanding that are Registrable Securities and the number of
shares of Common Stock issuable pursuant to Warrants that are Registrable
Securities.

                  (j) "SEC" means the Securities and Exchange Commission.

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

                  (l) "Warrants" means the warrants issued pursuant to the
Securityholders Agreement referred to above and any other warrants of like tenor
issued in substitution or exchange for any thereof.

         2. Request for Registration.

                  (a) If the Company shall receive, at any time after the
expiration of one hundred eighty (180) days after the effective date of the IPO,
a written request from the Holders of 75% of the Registrable Securities then
outstanding, then the Company shall, within ten (10) days of the receipt
thereof, give written notice of such request to all Holders and shall, subject
to the limitations of Section 2(b), use its reasonable best efforts to effect as
soon as practicable, a registration under the Securities Act of all Registrable
Securities which the Holders request to be registered within fifteen (15) days
of the mailing of such notice by the Company in accordance with Section 15(e);
provided, however, that the Company shall not be obligated to effect any such
registration pursuant to this Section 2(a) if the Holders, together with the
holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to the public (net of any underwriters' discounts
or commissions) of less than the greater of: (A) $3,000,000 and (B) 85% of the
Fair Market Value (as defined in the Securityholders Agreement) of the
Registrable Securities determined as of the date on which the written request is
received.


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                  (b) If the Holders initiating the registration request
pursuant to Section 2(a) ("Initiating Holders") intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
Section 2(a) and the Company shall include such information in the written
notice referred to in Section 2(a). The underwriter will be selected by a
majority in interest of the Initiating Holders; provided that such underwriter
shall be reasonably acceptable to the Company. In such event, the right of any
Holder to include his or its Registrable Securities in such registration shall
be conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting (unless
otherwise mutually agreed by a majority in interest of the Initiating Holders
and such Holder) to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting. If the total amount of securities, including
Registrable Securities, requested by stockholders to be included in such
offering exceeds the amount of securities that the underwriters determine in
their sole discretion is compatible with the success of the offering (including,
without limitation, the price to be received for the securities being sold),
then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the underwriters
determine in their sole discretion will not jeopardize the success of the
offering (including, without limitation, the price to be received for the
securities being sold). Equal priority for inclusion in such registration shall
be allocated to all of the securities proposed to be included in such offering
by all Persons who proposed to include shares of Common Stock therein, including
but not limited to the Holders hereunder who initiated the registration and the
selling stockholders who are entitled to piggyback rights in such registration
(whether such rights arise under the same or different registration rights
agreements), in proportion (as nearly as practicable) to the number of shares of
Common Stock owned by each such Person.

                  (c) Notwithstanding the foregoing, if the Company shall
furnish to Holders requesting a registration statement pursuant to this Section
2, a certificate signed by an executive officer of the Company stating that in
the good faith judgment of the Board of Directors of the Company, it would be
detrimental to the Company and its stockholders for such registration statement
to be filed because it would materially interfere with a material financing,
acquisition, corporate reorganization or merger or other material transaction
involving the Company and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer such filing
for a period of not more than ninety (90) days after receipt of the request of
the initiating Holders; provided, however, that the Company may not utilize this
right more than once in any twelve (12) month period.



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                  (d) In addition, the Company shall not be obligated to effect,
or to take any action to effect, any registration pursuant to this Section 2:

                           (i) after the Company has effected one (1)
         registration pursuant to this Section 2 and such registration has been
         declared or ordered effective; provided, however, that no registrations
         of Registrable Securities which shall not have become and remained
         effective in accordance with the provisions of this Section 2, and no
         registrations of Registrable Securities pursuant to which the Holders
         are not able to include at least seventy-five percent (75%) of the
         Registrable Securities which they desired to include, shall be included
         in the calculation of the number of registrations contemplated by this
         subclause (i);

                           (ii) within one hundred eighty (180) days after the
         effective date of, a registration subject to Section 3 hereof; or

                           (iii) if the Initiating Holders who propose to
         dispose of shares of Registrable Securities pursuant to this Section 2
         may then register such shares on Form S-3 pursuant to a request made
         pursuant to Section 4 below.

         3. Company Registration. If (but without any obligation to do so) the
Company proposes to register (including for this purpose a registration effected
by the Company for stockholders other than the Holders) any of its Common Stock
under the Securities Act (other than a registration relating solely to the sale
of securities to participants in a Company stock plan or a transaction covered
by Rule 145 under the Securities Act (or any successor to said Rule), or any
registration on any form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Registrable Securities), the Company shall, at such
time, promptly give each Holder written notice of such registration. Upon the
written request of each Holder given within twenty (20) days after mailing of
such notice by the Company in accordance with Section 15(e), the Company shall,
subject to the provisions of Section 8 (including but not limited to the
"underwriter cutback" provisions thereof), cause to be included in such
registration under the Securities Act all of the Registrable Securities that
each such Holder has requested to be registered. If, at any time after giving
notice of its intention to register any of its securities as set forth in this
Section 3 and before the effective date of such registration statement filed in
connection with such registration, the Company shall determine, for any reason,
not to register such securities, the Company may, in its sole discretion, give
written notice of such determination to each Holder of Registrable Securities
and thereupon shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay the Registration Expenses in connection therewith as provided herein). No
registration of Registrable Securities effected under this Section 3 shall
relieve the Company of any of its obligations to effect registrations of
Registrable Securities pursuant to Section 2 hereof.



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         4. Form S-3 Registration. In case the Company shall receive from
Holders who own at least 85% of the outstanding Registrable Securities a written
request or requests that the Company effect a registration on Form S-3 and any
related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, the Company will:

                  (a) promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders; and

                  (b) as soon as is reasonably practicable, but in any event, no
later than sixty (60) days after the Company receives a request therefore, use
its reasonable best efforts to effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Holder's or
Holders' Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any other Holder or Holders
joining in such request as are specified in a written request given within
fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 4: (i) if
the Company does not qualify to use Form S-3; (ii) if Form S-3 is not available
for such offering by the Holders; (iii) if the Holders, together with the
holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to the public (net of any underwriters' discounts
or commissions) of less than $1,000,000 (or if, in the reasonable good faith
determination of the Board of Directors of the Company, such Holders do not have
a reasonable expectation that the Registrable Securities they propose to include
in such registration would have an aggregate price to the public of at least
such amount); (iv) if the Company shall furnish to the Holders a certificate
signed by an executive officer of the Company stating that in the good faith
judgment of the Board of Directors of the Company, it would be detrimental to
the Company and its stockholders for such Form S-3 registration to be effected
at such time because it would materially interfere with any material financing,
acquisition, corporate reorganization or merger or other material transaction
involving the Company, in which event the Company shall have the right to defer
the filing of the Form S-3 registration statement for a period of not more than
ninety (90) days after receipt of the request of the Holder or Holders under
this Section 4; provided, however, that the Company shall not utilize this right
more than once in any twelve (12) month period; (v) if the Company has, within
the (12) month period preceding the date of such request, already effected two
(2) registrations on Form S-3 for the Holders pursuant to this Section 4; (vi)
in any particular jurisdiction in which the Company would be required to qualify
to do business or to execute a general consent to service of process in
effecting such registration, qualification or compliance; or (vii) for a period
of one hundred eighty (180) days after the effective date of a registration
statement subject to Section 3.



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                  (c) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders. Registrations effected pursuant to this
Section 4 shall not be counted as demands for registration or registrations
effected pursuant to Section 2.

         5. Obligations of the Company. Whenever required under any of Sections
2, 3 or 4 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as is reasonably practicable:

                  (a) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its reasonable best efforts
to cause such registration statement to become effective, and, upon the request
of the Holders of at least 50% of the Registrable Securities registered
thereunder, keep such registration statement effective for up to one hundred
eighty (180) days after it is first declared effective. The Company shall not be
required to file, cause to become effective or maintain the effectiveness of any
registration statement that contemplates a distribution of securities on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act.

                  (b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement for up to one
hundred eighty (180) days.

                  (c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.

                  (d) Use its reasonable best efforts to register and qualify
the securities covered by such registration statement under such other
securities or "Blue Sky" laws of such jurisdictions as shall be reasonably
requested by the Holders; provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions.

                  (e) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under any such underwriting agreement that are reasonably requested
by the managing underwriter.

                  (f) (i) Notify each Holder of Registrable Securities covered
by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of 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 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, such obligation to continue for one hundred eighty (180) days; (ii)
promptly file such amendments and supplements which may be required pursuant to
subparagraph (b) of this Section 5 on account of such event; and (iii) use its
reasonable efforts to cause such amendment and supplement to become effective.



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                  (g) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed.

                  (h) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

                  (i) Use its reasonable best efforts to furnish, at the request
of any Holder requesting registration of Registrable Securities pursuant to any
of Sections 2, 3 or 4, on the date that such Registrable Securities are
delivered to the underwriters for sale in connection with a registration
pursuant to any of Sections 2, 3 or 4, if such Registrable Securities are being
sold through underwriters, or, if such Registrable Securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities and (ii) a comfort letter dated such
date, from the independent certified public accountants of the Company, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of Registrable
Securities.

                  (j) Apply for listing and use its reasonable efforts to list
the Registrable Securities being registered on any national securities exchange
on which a class of the Company's equity securities is listed, or if the Company
does not have a class of equity securities listed on a national securities
exchange, apply for qualification and use its reasonable efforts to qualify the
Registrable Securities being registered for inclusion on the NASDAQ National
Market.

                  (k) It shall be a condition precedent to the obligations of
the Company to take any action pursuant to any of Sections 2, 3 or 4 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding such Holder, the
Registrable Securities held by such Holder, and the intended method of
disposition of such securities as shall be required to effect the registration
of such Holder's Registrable Securities.



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         6. Holdback. No Holder of Registrable Securities shall effect any
public sale or distribution (including sales pursuant to Rule 144) of equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and the 180-day
period beginning on the effective date of any underwritten public offering of
the Company's equity securities (including demand registrations under Section 2
of this Agreement and piggyback registrations under Section 3 of this Agreement)
(except as part of such underwritten registration), unless the underwriters
managing the registered public offering otherwise agree.

         7. Expenses of Registration.

                  (a) Demand Registration. The Company shall pay all expenses
(other than underwriting discounts and commissions, if applicable) incurred in
connection with registrations, filings or qualifications effected pursuant to
Section 2, whether or not such registration becomes effective, including
(without limitation) all registration, filing and qualification fees, printers'
and accounting fees, fees and disbursements of counsel for the Company, and the
reasonable fees and disbursements of one counsel for the selling Holders
selected by them with the approval of the Company, which approval shall not be
unreasonably withheld.

                  (b) Company Registration. The Company shall pay all expenses
(other than underwriting discounts and commissions, if applicable) incurred in
connection with registrations, filings or qualifications of Registrable
Securities pursuant to Section 3 for each Holder, whether or not such
registration becomes effective, including, without limitation, all registration,
filing, and qualification fees, printers' and accounting fees, fees and
disbursements of counsel for the Company and the reasonable fees and
disbursements of one counsel for the selling Holder or Holders selected by them
with the approval of the Company, which approval shall not be unreasonably
withheld.

                  (c) Registration on Form S-3. The Company shall pay all
expenses (other than underwriting discounts and commissions, if applicable)
incurred in connection with a registration requested pursuant to Section 4,
whether or not such registration becomes effective, including, without
limitation, all registration, filing, qualification, printers' and accounting
fees and the reasonable fees and disbursements of one counsel for the selling
Holder or Holders selected by them with the approval of the Company, which
approval shall not be unreasonably withheld, and counsel for the Company.



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         8. Underwriting Requirements. (a) In connection with any offering
involving an underwriting of shares of the Company's capital stock, the Company
shall not be required under Section 3 to include any of the Holders' securities
in such underwriting unless they accept the terms of the underwriting, which
shall be reasonable and customary as agreed upon between the Company and the
underwriters selected by it (or by other Persons entitled to select the
underwriters), and then only in such quantity as the underwriters determine in
their sole discretion will not jeopardize the success of the offering by the
Company (including, without limitation, the price to be received by the Company
for the securities being sold). If the total amount of securities, including
Registrable Securities, requested by stockholders to be included in such
offering exceeds the amount of securities sold other than by the Company that
the underwriters determine in their sole discretion is compatible with the
success of the offering (including, without limitation, the price to be received
by the Company for the securities being sold), then the Company shall be
required to include in the offering only that number of such securities,
including Registrable Securities, which the underwriters determine in their sole
discretion will not jeopardize the success of the offering (including, without
limitation, the price to be received by the Company for the securities being
sold). If the registration was initiated by the Company: first priority for
inclusion in such registration shall be allocated to the securities proposed to
be included in such offering by the Company for its own account; and second
priority for inclusion in such registration shall be allocated to the securities
proposed to be included in such offering by all Persons (including the Holders
hereunder) who proposed to include shares of Common Stock therein, including but
not limited to any Person who proposed to participate therein pursuant to
"piggyback" or similar registration rights, in proportion (as nearly as
practicable) to the number of shares of Common Stock owned by each such Person.
If the registration was initiated by stockholders and not the Company: equal
priority for inclusion in such registration shall be allocated to all of the
securities proposed to be included in such offering by all Persons (including
the Holders hereunder) other than the Company who proposed to include shares of
Common Stock therein, including but not limited to the selling stockholders who
initiated the registration and the selling stockholders who are entitled to
piggyback rights with such selling stockholders (whether under the same or
different registration rights agreements), in proportion (as nearly as
practicable) to the number of shares of Common Stock owned by each such Person.

                  (b) (i) With respect to individual representations, warranties
and agreements of sellers of shares in any underwriting agreement with respect
to any offering, the aggregate amount of liability of any Holder shall not
exceed such Holder's net proceeds from such offering, and (ii) with respect to
all other representations, warranties and agreements of sellers of shares in any
underwriting agreement with respect to any offering, the aggregate amount of
such liability of any Holder shall not exceed the lesser of (A) such Holder's
pro rata portion of any such liability in accordance with such Holder's portion
of the total number of shares included in the offering, or (B) such holder's net
proceeds from such offering.

         9. Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.

         10. Indemnification. In the event any Registrable Securities are
included in a registration statement pursuant to this Agreement:



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                  (a) To the extent permitted by applicable law, the Company
will indemnify and hold harmless each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each Person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities (joint or several),
penalties, costs and expenses (including, without limitation, attorneys' fees
and expenses) to which they may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained or incorporated by reference under the
Securities Act, any preliminary prospectus or final prospectus included therein,
or any related summary prospectus, or any amendment or supplement thereto, or
any other such disclosure document (including, without limitation, reports and
other documents filed under the Exchange Act and any documents incorporated by
reference therein), (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any
state securities law or any common law, rule or regulation applicable to the
Company or any of its subsidiaries and relating to action or inaction in
connection with any such registration statement, disclosure document or other
document or report; and the Company will pay to each such Holder, underwriter or
controlling Person, as incurred, any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity agreement
contained in this Section 10(a) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability, or action if such settlement is
effected without the consent of the Company, nor shall the Company be liable to
any Holder, underwriter or controlling Person for any such loss, claim, damage,
liability, or action to the extent that it arises out of or is based upon an
untrue statement or alleged untrue statement or alleged omission made in such
registration statement or other disclosure document in reliance upon and in
conformity with written information furnished solely for use in connection with
the preparation of such disclosure document or other document or report by any
such Holder, underwriter or controlling Person.

                  (b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, its subsidiaries, control Persons
(within the meaning of the Securities Act and the Exchange Act) and any
underwriter, any other Holder selling securities in such registration statement
and any controlling Person of any such underwriter or other Holder, against any
losses, claims, damages, liabilities (joint or several), penalties, costs and
expenses to which any of the foregoing Persons may become subject, under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereto) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact in any registration statement in which such Holder is
participating, or omission or alleged omission to state a material fact required
to be stated therein, or necessary to make the statements therein not
misleading, but only if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished by such indemnifying Holder expressly for use in
connection with such registration; and each such indemnifying Holder will pay,
as incurred, any legal or other expenses reasonably incurred by any Person
intended to be indemnified pursuant to this Section 10(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section 10(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
indemnifying Holder, which consent shall not be unreasonably withheld; provided,
that in no event shall any indemnity under this Section 10(b) exceed the net
proceeds from the offering received by such indemnifying Holder (after deduction
of all underwriters' discounts and commissions), except in the case of willful
fraud by such indemnifying Holder.



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                  (c) Promptly after receipt by an indemnified party under this
Section 10 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 10, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
the indemnified party reasonably determines that representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. If, within a reasonable time after receipt of the notice (but not
sooner than 30 days thereafter), the indemnifying party shall not have elected
to assume the defense of the action, such indemnifying party shall be
responsible for any legal or other expenses incurred by such indemnified party
in connection with the defense of the action. No indemnifying party will 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 liabilities in respect of such claim or
litigation. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if actually and
materially prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
10, but the omission so to deliver written notice to the indemnifying party will
not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 10.

                  (d) If the indemnification provided for in this Section 10 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations; provided, that in no event shall any contribution by a Holder
under this Section 10(d) exceed the net proceeds from the offering received by
such Holder (after deduction of all underwriters' discounts and commissions),
except in the case of willful fraud by such Holder. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information, and opportunity to correct or
prevent such statement or omission. The parties agree that it would not be just
or equitable if contribution pursuant to this Section 10(h) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the preceding sentence.
The amount paid or payable by a contributing party as a result of the losses,
liabilities, claims, damages or expenses referred to above in this Section 10(d)
shall include any reasonable legal or other expenses reasonably incurred by the
indemnified party in connection with investigating or defending any such action
or claim.



                                      -11-
<PAGE>

                  (e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control; provided, however, that in the event the underwriting
agreement is silent with respect to a particular provision, such provision in
this Agreement shall be deemed to be not in conflict with the underwriting
agreement.

                  (f) The obligations of the Company and Holders under this
Section 10 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Agreement.

         11. Reports Under Exchange Act. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration, the Company agrees
to:

                  (a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144, at all times after ninety (90) days
after the effective date of the IPO so long as the Company remains subject to
the periodic reporting requirements under Sections 13 or 15(d) of the Exchange
Act;

                  (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
(including, without limitation, Sections 13 and 15(d) thereunder); and

                  (c) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144 (at
any time after ninety (90) days after the effective date of the first
registration statement filed by the Company), the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), or that it qualifies as a registrant whose securities may be
resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company, and (iii) such other information as may
be reasonably requested in availing any Holder of any rule or regulation of the
SEC which permits the selling of any such securities without registration or
pursuant to such form.



                                      -12-
<PAGE>

         12. Assignment of Registration Rights. The rights to cause the Company
to register Registrable Securities pursuant to this Agreement may be assigned
(but only in conjunction with all related obligations) by a Holder only to
Persons who become "Securityholders" pursuant to the Securityholders Agreement
and in accordance with the terms of the Securityholders Agreement (including but
not limited to Section 7 thereof); provided that the Company is, within a
reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned.

         13. Limitations on Subsequent Registration Rights. From and after the
date of this Agreement through the closing of an IPO, the Company shall not,
without the prior written consent of the Holders of at least 50% of the
outstanding Registrable Securities, enter into any agreement with any holder or
prospective holder of any securities of the Company that would (i) allow such
holder or prospective holder to include such securities in any registration
filed under Section 2 hereof, unless under the terms of such agreement, such
holder or prospective holder may include such securities in any such
registration only on a pari passu basis with the Holders of the Registrable
Securities hereunder or (ii) grant such holder priority on "underwriter
cutbacks" over the Holders hereunder.

         14. Termination of Registration Rights. No Holder shall be entitled to
exercise any right provided for in this Agreement after the earlier of (i) five
(5) years following the consummation of an IPO, or (ii) such time as Rule 144 or
another similar exemption under the Securities Act is available for the sale of
such Holder's shares during a three (3)-month period without registration.

         15. Miscellaneous.

                  (a) Expenses. Except as otherwise expressly provided in this
Agreement or in the Securityholders Agreement, each party hereto shall pay its
own costs and expenses incurred in connection with or incidental to the
preparation and negotiation of this Agreement, the carrying out of the
provisions of this Agreement and the consummation of the transactions
contemplated hereby (including, without limitation, attorneys' fees and
expenses).

                  (b) Amendment. This Agreement may not be modified, amended,
altered or supplemented, except by a written agreement executed by each of the
parties hereto.

                  (c) Entire Agreement. This Agreement, the Warrants and the
Securityholders Agreement contain the entire understanding and agreement of the
parties relating to the subject matter hereof and supersede all prior and/or
contemporaneous understandings and agreements of any kind and nature (whether
written or oral) among the parties with respect to such subject matter, all of
which are merged herein.



                                      -13-
<PAGE>

                  (d) Waiver. Any waiver by a party hereto of any breach of or
failure to comply with any provision or condition of this Agreement by any other
party hereto shall not be construed as, or constitute, a continuing waiver of
such provision or condition, or a waiver of any other breach of, or failure to
comply with, any other provision or condition of this Agreement, any such waiver
to be limited to the specific matter and instance for which it is given. No
waiver of any such breach or failure or of any provision or condition of this
Agreement shall be effective unless in a written instrument signed by the party
granting the waiver and delivered to the other party hereto in the manner
provided for hereunder in Section 15(e). No failure or delay by either party to
enforce or exercise its rights hereunder shall be deemed a waiver hereof, nor
shall any single or partial exercise of any such right or any abandonment or
discontinuance of steps to enforce such rights, preclude any other or further
exercise thereof or the exercise of any other right.

                  (e) Notices. All notices, demands, consents, requests,
instructions and other communications to be given or delivered or permitted
under or by reason of the provisions of this Agreement or in connection with the
transactions contemplated hereby shall be in writing and shall be deemed to be
delivered and received by the intended recipient as follows: (a) if personally
delivered, on the Business Day of such delivery (as evidenced by the receipt of
the personal delivery service), (b) if mailed certified or registered mail
return receipt requested, four (4) Business Days after being mailed, (c) if
delivered by overnight courier (with all charges having been prepaid), on the
Business Day of such delivery (as evidenced by the receipt of the overnight
courier service of recognized standing), or (d) if delivered by facsimile
transmission, on the Business Day of such delivery if sent by 6:00 p.m. in the
time zone of the recipient, or if sent after that time, on the next succeeding
Business Day (as evidenced by the printed confirmation of delivery generated by
the sending party's facsimile machine). If any notice, demand, consent, request,
instruction or other communication cannot be delivered because of a changed
address of which no notice was given (in accordance with this Section 15(e)), or
the refusal to accept same, the notice, demand, consent, request, instruction or
other communication shall be deemed received on the second Business Day the
notice is sent (as evidenced by a sworn affidavit of the sender). All such
notices, demands, consents, requests, instructions and other communications will
be sent to the following addresses or facsimile numbers as applicable:

               If to the Company:

               444 Madison Avenue
               Suite 601
               New York, New York 10022
               Attention:  Mr. Richard A. Bernstein
                           Chairman
               Facsimile:  (212) 888-5025



                                      -14-
<PAGE>

               with copies to:

               444 Madison Avenue
               Suite 601
               New York, New York 10022
               Attention:  James A. Cohen, Esq.
                           Senior Vice President - Legal Affairs
               Facsimile:  (212) 888-5025




                                      -15-
<PAGE>

               and:

               Jenkens & Gilchrist Parker Chapin LLP
               The Chrysler Building
               405 Lexington Avenue
               New York, New York 10174
               Attention:  Martin Eric Weisberg, Esq.
               Facsimile:  (212) 704-6288

               If to the Securityholder, to the address set forth with the
               Securityholder's signature on the signature pages hereto.

or to such other address as any party may specify by notice given to the other
party in accordance with this Section 15(e).

                  (f) Governing Law; Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware
applicable to agreements made and to be performed in that state, without regard
to any of its principles of conflicts of laws or other laws which would result
in the application of the laws of another jurisdiction. This Agreement shall be
construed and interpreted without regard to any presumption against the party
causing this Agreement to be drafted. Each of the parties unconditionally and
irrevocably consents to the exclusive jurisdiction of the courts of the State of
New York and the federal district court for the Southern District of New York
with respect to any suit, action or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby, and each of the parties
hereby unconditionally and irrevocably waives any objection to venue in any such
court or to assert that any such court is an inconvenient forum, and agrees that
service of any summons, complaint, notice or other process relating to such
suit, action or other proceeding may be effected in the manner provided in
section 15(e). Each of the parties hereby unconditionally and irrevocably waives
the right to a trial by jury in any such action, suit or other proceeding.

                  (g) Severability. Should any provision of this Agreement be
held to be invalid, illegal or unenforceable by any court of competent
jurisdiction, that holding shall be effective only to the extent of such
invalidity, illegally or unenforceability without invalidating or rendering
illegal or unenforceable the remaining provisions hereof, and any such
invalidity, illegally or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. It
is the intent of the parties that this Agreement be enforced to the fullest
extent permitted by applicable law.



                                      -16-
<PAGE>

                  (h) Assignment, Etc. This Agreement and the rights and
obligations hereunder may not be assigned by any Holder except in compliance
with Section 12 hereof. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective permitted successors and
permitted assigns. Except as provided in the "cutback" provisions of section
2(b) and section 8, nothing herein is intended or shall be construed to confer
upon or give to any Person, other than the parties hereto, any rights,
privileges or remedies under or by reason of this Agreement.

                  (i) Headings. The section headings contained in this Agreement
are inserted for reference purposes only and shall not affect in any way the
meaning, construction or interpretation of this Agreement. Any reference to the
masculine, feminine, or neuter gender shall be a reference to such other gender
as is appropriate. References to the singular shall include the plural and vice
versa.











         [The remainder of this page has been left blank intentionally.]



                                      -17-
<PAGE>

                  (j) Counterparts. This Agreement may be executed in two (2) or
more counterparts (including by facsimile signature, which shall constitute a
legal and valid signature), and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original, and
all of which, when taken together, shall constitute one and the same document.
This Agreement shall become effective when one or more counterparts, taken
together, shall have been executed and delivered by all of the parties.

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

                                    R.A.B. HOLDINGS, INC.


                                    By: /s/ Steven M. Grossman
                                        ---------------------------------
                                        Name: Steven M. Grossman
                                        Title: Executive Vice President


                     [Securityholder Signature Pages Follow]





                                      -18-
<PAGE>

Dated as of May 1, 2002
                                 PUTNAM HIGH YIELD ADVANTAGE FUND

                                 PUTNAM HIGH YIELD TRUST

                                 PUTNAM VARIABLE TRUST-PUTNAM VT HIGH YIELD FUND

                                 PUTNAM FUNDS TRUST-PUTNAM HIGH YIELD TRUST II

                                 By: Putnam Investment Management, LLC

                                 By:
                                     --------------------------------
                                       Name:  John R. Verani
                                       Title: Senior Vice President
                                 Address of Securityholder:

                                 c/o High Yield Group
                                 One Post Office Square
                                 7th Floor or Mail Stop 7A
                                 Boston, Massachusetts 02109
                                 Attention: Ms. Christina L. Scully
                                 Facsimilie: 617-760-8639

                                 PUTNAM HIGH YIELD ADVANTAGE FUND I.R.S. I.D. #
                                 06-6290063

                                 PUTNAM HIGH YIELD TRUST
                                 I.R.S. I.D. # 04-6415410

                                 PUTNAM VARIABLE TRUST-PUTNAM VT HIGH YIELD FUND
                                 I.R.S. I.D. # 04-2986135

                                 PUTNAM FUNDS TRUST-PUTNAM HIGH YIELD TRUST II
                                 I.R.S. I.D. # 04-6852657