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                                                                     Exhibit 4.8

                                   EXHIBIT 9.8

                               REGISTRATION RIGHTS

          SECTION 1.  Certain Definitions.

                 (a) As used herein, the following terms shall have the
following respective meanings:

                     "Commission" shall mean the U.S. Securities and Exchange
Commission.

                     The terms "register," "registered" and "registration" refer
to a resale registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering
of the effectiveness of such registration statement.

                     "Registrable Shares" shall mean those shares that are (a)
(i) the Bidder Contributed Shares and (ii) any securities issued or issuable in
respect of the Bidder Contributed Shares upon any stock split, stock dividend,
distribution, reorganization, merger, consolidation, consideration, exchange,
recapitalization or other similar event occurring following the date of the
Agreement and (b) "restricted securities" as defined in rule 144(a)(3) under the
Securities Act.

                     "Registration Expenses" shall mean all expenses, other than
Selling Expenses, incurred by Bidder in

complying with Sections 2, 3 and 4 hereof, including without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for Bidder, fees and expenses
(including counsel fees) incurred in connection with complying with state
securities or "blue sky" laws, fees of the National Association of Securities
Dealers, Inc., transfer taxes, fees of transfer agents and registrars, costs of
insurance and fees and disbursements of one counsel for the sellers of
Registrable Shares.

                     "Stockholders" shall mean those individuals and entities
listed in Schedule I to the Stockholders Agreement.

                     "Selling Expenses" shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to the Registrable
Securities registered pursuant to Sections 2, 3 and 4 hereof and the costs of
any accountants, counsel or other experts retained by or on behalf of the
holders of such Registrable Securities.

                     "Stockholders Agreement" shall mean the
Stockholders Agreement dated as of the 21st of August, 1998

among Bidder and each of the Stockholders listed in Schedule I thereto.

                 (b) Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in Article 1 of the
Formation Agreement dated as of December 8,

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1998 (the "Agreement"), between Cellco Partnership, a Delaware general
partnership doing business as Bell Atlantic Mobile ("BAM"), Crown Castle
International Corp., a Delaware corporation ("Bidder") and CCA Investment Corp.,
a wholly-owned, indirect subsidiary of Bidder, of which this Exhibit is a part.

          SECTION 2. "Piggy-Back" Registration. If Bidder at any time proposes
to register any of its securities under the Securities Act for sale to the
public, whether for its own account or for the account of other security holders
or both (except with respect to registration statements on Forms S-4, S-8 or any
successor or similar forms thereto and other than pursuant to a registration
under Section 3), each such time it will give written notice to all holders of
outstanding Registrable Shares of its intention to do so. Upon the written
request of any such holder, received by Bidder within twenty (20) days after the
giving of any such notice by Bidder, to register any of its Registrable Shares,
Bidder will, except as provided below, cause the Registrable Shares as to which
registration shall have been so requested to be included in the securities to be
covered by the registration statement proposed to be filed by the Bidder, all to
the extent requisite to permit the sale or other disposition by the holder of
such Registrable Shares so registered. In the event that any registration
pursuant to this Section 2 shall be, in whole or in part, an underwritten public
offering of securities, the number of securities to be included in such an
underwriting may be reduced if and to the extent that the managing underwriter
shall be of the opinion that such inclusion would adversely affect the marketing
of the securities to be sold therein as follows: First, all persons (other than
Bidder, the requesting holder of Registrable Shares and the requesting
Stockholders) who have requested shares to be registered shall be reduced in the
manner provided by Bidder. In the event that the number of shares requested to
be registered after such reduction shall still be in excess of the number of
shares recommended to be registered by the underwriters, then the number of
shares shall be further reduced pro rata among the requesting holders of
Registrable Shares according to the number of shares requested by each such
holder to be registered. In the event the number of shares requested to be
registered after such reduction shall still be in excess of the number of shares
recommended to be registered by the underwriters than the number of shares shall
be reduced among the requesting Stockholders in accordance with Article IV of
the Stockholders Agreement. Notwithstanding the foregoing provisions, the Bidder
may withdraw any registration statement referred to in this Section 2 without
thereby incurring any liability to the holders of Registrable Shares. There
shall be no limit to the number of registrations of Registrable Shares which may
be effected under this Section 2.

          SECTION 3.  Demand Registration.

                 (a) The holders of at least half of the Registrable Shares at
any time after the date of the Agreement and prior to the time Bidder is
eligible to file a registration statement on Form S-3 or similar short-form
registration, may request Bidder to register under the Securities Act all or a
portion of the Registrable Shares held by them for sale in the manner specified
in such notice; provided that (i) the reasonably anticipated aggregate net
proceeds to the sellers from such public offering would exceed $30,000,000 and
(ii) subject to Section 3(c), no such request may be made more than once every
nine months. Notwithstanding anything to the contrary herein, no request may be
made under this Section 3 within 90 days after the effective date of a
registration statement filed by Bidder covering a firm commitment underwritten
public

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offering in which the holders of Registrable Shares shall have been entitled to
join pursuant to Section 2 and in which there shall have been effectively
registered all Registrable Shares as to which registration shall have been
requested. Bidder shall be obligated to register the Registrable Shares pursuant
to this Section 3(a) on two (2) occasions only; provided, however, that such
obligations shall be deemed satisfied only when a registration statement
covering all of the Registrable Shares specified in the notices received as
aforesaid, for sale in accordance with the method of disposition specified by
the requesting holders, shall have become effective and, if such method of
disposition is a firm commitment underwritten public offering, all such shares
shall have been sold pursuant thereto unless any such registration statement
does not become effective due to the withdrawal of 66 2/3% of the Registrable
Shares to be registered. Notwithstanding the foregoing, in the event Bidder is
entitled to use Form S-3 or similar short-form registration but later is unable
to do so, then to the extent the holders have not exercised their two demand
rights under this Section 3(a), they shall be eligible to do so under this
Section 3(a) until such time as Bidder again is entitled to use Form S-8 or
similar short-form registration.

                 (b) Following receipt of any notice under this Section 3,
Bidder shall immediately notify all holders of Registrable Shares from whom
notice has not been received that a request for registration pursuant to Section
3(a) has been received and shall use its best efforts to register under the
Securities Act, for public sale in accordance with the method of disposition
specified in such notice from the requesting holders, the number of shares of
Registrable Shares specified in such notice (and in all notices received by
Bidder from other holders within twenty (20) days after the giving of such
notice by Bidder). If such method of disposition shall be an underwritten public
offering, the holders of a majority of the Registrable Shares to be sold in such
offering may designate the managing underwriter of such offering, subject to the
approval of Bidder, which approval shall not be unreasonably withheld or
delayed.

                 (c) Bidder shall be entitled to include in any registration
statement referred to in this Section 3, for sale in accordance with the method
of disposition specified by the requesting holders, shares of Bidder's
securities to be sold by Bidder for its own account, and shares of any other
person having registration rights with respect to the Bidder's securities except
as and to the extent that, in the opinion of the managing underwriter (if such
method of disposition shall be an underwritten public offering), such inclusion
would adversely affect the marketing of the Registrable Shares to be sold, then
the number of shares to be registered and sold shall be reduced as follows:
First, the shares of Bidder securities requested to be registered by
shareholders with "piggyback" or other registration rights (other than the
Stockholders and the holders of the Registrable Shares) shall be reduced at the
direction of Bidder in accordance with the opinions of the underwriters
participating in the public offering. In the event that the elimination of all
of such shares is not sufficient to reduce the number of shares of Bidder s
securities to be registered to the number recommended by the underwriters, then
the number of shares to be registered by Bidder shall then be reduced. In the
event that the number of shares requested to be registered after such reduction
shall still be in excess of the number of shares requested to be registered by
the underwriters, then the number of shares of Registrable Shares shall be
reduced pro rata according to the number of shares requested by each such holder
to be registered. In the event the number of shares requested to be registered
after such reduction shall still be in excess of the number of shares
recommended to be registered by the underwriters, then

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the number of shares shall be reduced among the requesting Stockholders in
accordance with Article IV of the Stockholders Agreement. In the event the
number of shares requested to be registered by the holders of Registrable Shares
under this Section 3 is reduced to any extent as a result of this Section 3(c),
then (i) the holders of Registrable Shares shall not be deemed to have exercised
a demand right pursuant to this Section 3, (ii) the holders of Registrable
Shares shall be entitled to make another request to register all or a portion of
the Registrable Shares at anytime after 30 days after the date of the initial
request and (iii) Bidder shall use its reasonable best efforts to file a
registration statement pursuant to a request made under (ii) above as promptly
as possible. Except as provided in this Section 3 and except for registration
statements on Forms S-4, S-8 or any successor or similar forms thereto and
except for a registration statement being filed as a result of a request made
pursuant to the foregoing sentence, Bidder will not file with the Commission any
other registration statement with respect to its equity securities, whether for
its own account or that of other stockholders, from the date of receipt of a
notice from requesting holders pursuant to this Section 3 until ninety (90) days
after the commencement of the public offering of the Registrable Shares covered
by the registration statement requested pursuant to this Section 3.

                 (d) Notwithstanding anything to the contrary contained herein,
no request may be made under this Section 3 within ninety (90) days after the
effective date of a registration statement filed by Bidder covering a firm
commitment underwritten public offering in which the holders of Registrable
Shares shall have been entitled to join pursuant to Sections 2 and in which
there shall have been effectively registered all of the Registrable Shares as to
which registration shall have been requested.

          SECTION 4. Registration on Form S-3.

                 (a) The holders of Registrable Shares may request at any time
that Bidder file a registration statement on Form S-3 or any successor form
thereto for a public offering of all or portion of the Registrable Shares
provided that (a) the reasonably anticipated aggregate price to the public of
the Registrable Shares to be offered would exceed $40,000,000 (or such lower
amount in the case of a request by the holder to register the balance of the
Registrable Shares), and (b) Bidder is a registrant entitled to use Form S-3 or
any successor thereto to register such Registrable Shares. Promptly following
receipt of any notice under this Section 4, Bidder shall use its best efforts to
register under the Securities Act on Form S-3 or any successor form thereto, for
public sale in accordance with the method of disposition specified in such
notice, the number of shares of Registrable Shares specified in such notice.
Whenever Bidder is required by this Section 4 to use its best efforts to effect
the registration of Registrable Shares, each of the procedures and requirements
of Sections 3, 4 and 5 (including but not limited to the requirement that Bidder
notify all holders of Registrable Shares from whom notice has not been received
and provide them with the opportunity to participate in the offering) shall
apply to such registration.

                 (b) Bidder shall be entitled to include in any registration
statement referred to in this Section 4, for sale in accordance with the method
of disposition specified by the requesting holders, shares of Bidder's
securities to be sold by Bidder for its own account, and shares of any other
person having registration rights with respect to the Bidder's securities except
as and to the extent that, in the opinion of the managing underwriter (if such
method of disposition shall be an

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underwritten public offering), such inclusion would adversely affect the
marketing of the Registrable Shares to be sold, then the number of shares to be
registered and sold shall be reduced as follows: First, the shares of Bidder
securities requested to be registered by shareholders with "piggyback" or other
registration rights (other than the Stockholders and the holders of the
Registrable Shares) shall be reduced at the direction of Bidder in accordance
with the opinions of the underwriters participating in the public offering. In
the event that the elimination of all of such shares is not sufficient to reduce
the number of shares of Bidder's securities to be registered to the number
recommended by the underwriters, then the number of shares to be registered by
Bidder shall then be reduced. In the event that the number of shares requested
to be registered after such reduction shall still be in excess of the number of
shares requested to be registered by the underwriters, then the number of shares
of Registrable Shares shall be reduced pro rata according to the number of
shares requested by each such holder to be registered. In the event the number
of shares requested to be registered after such reduction shall still be in
excess of the number of shares recommended to be registered by the underwriters,
then the number of shares shall be reduced among the requesting Stockholders in
accordance with Article IV of the Stockholders Agreement. Except as provided in
this Section 4 and except for registration statements on Forms S-4, S-8 or any
successor or similar forms thereto, Bidder will not file with the Commission any
other registration statement with respect to its equity securities, whether for
its own account or that of other stockholders, from the date of receipt ala
notice from requesting holders pursuant to this Section 4 until ninety (90) days
after the commencement of the public offering of the Registrable Shares covered
by the registration statement requested pursuant to this Section 4.

          SECTION 5. Registration Procedures. If and whenever Bidder is required
by the provisions of Sections 2, 3 or 4 to use its best efforts to effect the
registration of any Registrable Shares under the Securities Act, Bidder will, as
expeditiously as possible:

                 (a) prepare and file with the Commission a registration
statement with respect to such securities, which in the case of Section 3 shall
be on Form S-1 or other available form satisfactory to the holders with respect
to such securities, and cause such registration statement to become and remain
effective for the period specified in Section 5(i);

                 (b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the period specified in paragraph (i) below and comply with the provisions of
the Securities Act with respect to the disposition of all Registrable Shares
covered by such registration statement in accordance with the sellers' intended
method of disposition set forth in such registration statement for such period;

                 (c) furnish to each seller of Registrable Shares and to each
underwriter such number of copies of the registration statement and the
prospectus included therein (including each preliminary prospectus) as such
persons reasonably may request in order to facilitate the public sale or other
disposition of the Registrable Shares covered by such registration statement;

                 (d) use its best efforts to register or qualify the Registrable
Shares covered by such registration statement under the securities or "blue sky"
laws of such jurisdictions as the

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sellers of Registrable Shares or, in the case of an underwritten public
offering, the managing underwriter reasonably shall request; provided, however,
that Bidder shall not for any such purpose be required to qualify generally to
transact business as a foreign corporation in any jurisdiction where it is not
so qualified or to consent to general service of process in any such
jurisdiction;

                 (e) use its best efforts to list the Registrable Shares covered
by such registration statement with any securities exchange or market on which
the securities of Bidder, if applicable, is then listed or quoted;

                 (f) immediately notify each seller of Registrable Shares and
each underwriter under 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 of which the Bidder has knowledge as a result
of which the prospectus contained in such registration statement, as then in
effect, contains 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 light of the circumstances then existing;

                 (g) at the request of any seller of Registrable Shares, use its
best efforts to furnish on the date that Registrable Shares are delivered to the
underwriters for sale pursuant to such registration: (i) an opinion dated such
date of counsel representing Bidder for the purposes of such registration,
addressed to the underwriters and to such seller, stating that such registration
statement has become effective under the Securities Act and that (A) to the best
knowledge of such counsel, no stop order suspending the effectiveness thereof
has been issued and no proceedings for that purpose have been instituted or are
pending or contemplated under the Securities Act, (B) the registration
statement, the related prospectus and each amendment or supplement thereto
comply as to form in all material respects with the requirements of the
Securities Act (except that such counsel need not express any opinion as to
financial statements contained therein) and (C) to such other effects as
reasonably may be requested by counsel for the underwriters or by such seller or
its counsel and (ii) a letter dated such date from the independent public
accountants retained by Bidder, addressed to the underwriters and to such
seller, stating that they are independent public accountants within the meaning
of the Securities Act and that, in the opinion of such accountants, the
financial statements of Bidder included in the registration statement or the
prospectus, or any amendment or supplement thereof, comply as to form in all
material respects with the applicable accounting requirements of the Securities
Act, and such letter shall additionally cover such other financial matters
(including information as to the period ending no more than five (5) business
days prior to the date of such letter) with respect to such registration as such
underwriters reasonably may request;

                 (h) (i) make available for inspection by each seller of
Registrable Shares, any underwriter participating in any distribution pursuant
to such registration statement, and any attorney, accountant or other agent
retained by such seller or underwriter, all financial and other records,
pertinent corporate documents and properties of Bidder, (ii) cause Bidder's
officers, directors and employees to supply all information reasonably requested
by any such seller, underwriter, attorney, accountant or agent in connection
with such registration statement and (iii) provide each seller and its counsel
with the opportunity to participate in the preparation of such registration
statement;

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                 (i) with respect to any registration statement pursuant to
which Registrable Shares are to be sold pursuant to Sections 2, 3 or 4, Bidder
shall use its best efforts to cause such registration statement to become and
remain effective for one hundred and eighty (180) days; and

                 (j) enter into such agreements and take such other actions as
the sellers of Registrable Shares and the underwriters reasonably request in
order to expedite or facilitate the disposition of such Registrable Shares
including, without limitation, preparing for and participating in, such number
of "road shows" and all such other customary selling efforts as the underwriters
reasonably request in order to expedite or facilitate such disposition. In
connection with each registration hereunder, the sellers of Registrable Shares
will furnish to Bidder in writing such information with respect to themselves
and the proposed distribution by them as shall be reasonably necessary in order
to assure compliance with Federal and applicable state securities laws. In
connection with each registration pursuant to Sections 2, 3 or 4 coveting an
underwritten public offering, Bidder and cash seller agree to enter into a
written agreement with the managing underwriter selected in the manner herein
provided in such form and containing such provisions as are customary in the
securities business for such an arrangement between such underwriter and
companies of Bidder's size and investment stature (it being understood that
Bidder will not require a selling stockholder to make any representation,
warranty or agreement in such agreement other than with respect to such
stockholder, the ownership of such stockholder's securities being registered and
such stockholder's intended method of disposition). The representations and
warranties by, and the other agreements on the part of, Bidder to and for the
benefit of the underwriters in such written agreement with the underwriters
shall also be made to and for the benefit of the selling stockholders. In the
event that any condition to the obligations under any such written agreement
with the underwriters is not met or waived, and such failure to be met or waived
is not attributable to the fault of the selling stockholders requesting a demand
registration pursuant to Section 3, such request for registration shall not be
deemed exercised for purposes of determining whether such registration has been
effected for purposes of Section 3.

          SECTION 6. Expenses. All Registration Expenses shall be borne by
Bidder whether or not the registration statement has become effective. All
Selling Expenses shall be borne by the participating sellers in proportion to
the number of shares sold by each, or by such participating sellers other than
Bidder (except to the extent Bidder shall be a seller) as they may agree.

          SECTION 7.  Indemnification and Contribution.

                 (a) In the event of a registration of any of the Registrable
Shares under the Securities Act pursuant to Sections 2, 3 or 4, Bidder will
indemnify and hold harmless each seller of such Registrable Shares thereunder,
each underwriter of such Registrable Shares thereunder and each other person, if
any, who controls such seller or underwriter within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such seller, underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof)

<PAGE>

arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any registration statement under which such
Registrable Shares were registered under the Securities Act pursuant to Sections
2, 3 or 4, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement thereof, or arise out of or are based upon 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, and
will reimburse each such seller, each such underwriter and each such controlling
person for 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 Bidder will not be liable in any such case if
and to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished in writing by
such seller, such underwriter or such controlling person specifically for use in
such registration statement or prospectus.

                 (b) In the event of a registration of any of the Registrable
Shares under the Securities Act pursuant to Sections 2, 3 or 4, each seller of
such Registrable Shares thereunder, severally and not jointly, will indemnify
and hold harmless Bidder, each person, if any, who controls Bidder within the
meaning of the Securities Act, each officer of Bidder who signs the registration
statement, each director of Bidder, each underwriter and each person who
controls any underwriter within the meaning of the Securities Act, against all
losses, claims, damages or liabilities, joint or several, to which Bidder or
such officer, director underwriter or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement under which such Registrable Shares were
registered wider the Securities Act pursuant to Sections 2, 3 or 4, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon 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, and will reimburse
Bidder and each such officer, director, underwriter and controlling person for
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 such seller will be liable hereunder in any such case if
and only to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement of a
material fact or omission or alleged omission of a material fact made in
reliance upon and in conformity with information pertaining to such seller, as
such, furnished in writing to Bidder by such seller specifically for use in such
registration statement or prospectus; and provided further, however, that the
liability of each seller hereunder shall be limited to the proportion of any
such loss, claim, damage, liability or expense which is equal to the proportion
that the public offering price of the shares sold by such seller under such
registration statement bears to the total public offering price of all
securities sold thereunder, but not in any event to exceed the proceeds received
by such seller from the sale of Registrable Shares covered by such registration
statement.

                 (c) Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if a
clan in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof;

<PAGE>

but the omission so to notify the indemnifying party shall not relieve it front
any liability which it may have to such indemnified party other than under this
Section 7 and shall only relieve it from any liability which it may have to such
indemnified party under this Section 7 if and to the extent the indemnifying
party is prejudiced by such omission. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent it shall wish, to assume and undertake the defense thereof
with counsel satisfactory to such indemnified party, and, after notice from the
indemnifying party to such indemnified party of its election so to assume and
undertake the defense thereof, the indemnifying party shall not be liable to
such indemnified party under this Section 7 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation and of liaison with counsel so selected;
provided, however, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the indemnifying
party or if the interests of the indemnified party reasonably nay be deemed to
conflict with the interests of the indemnifying party, the indemnified party
shall have the right to select a separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as incurred.

                 (d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (i) any
indemnified party exercising rights under the Agreement, or any controlling
person of any such holder, makes a claim for indemnification pursuant to this
Section 7 but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be
enforced in such ease notwithstanding the fact that this Section 7 provides for
indemnification in such case, (ii) contribution under the Securities Act may be
required on the part of any such selling holder or any such controlling person
in circumstances for which indemnification is provided under this Section 7, or
(iii) the indemnification provided for by this Section 7 is insufficient to hold
harmless an indemnified party, other than by reason of the exceptions provided
therein; then, and in each such case, Bidder and such holder will contribute to
the aggregate losses, claims, damages or liabilities to which they may be
subject (after contribution from others) (x) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and the indemnified party on the other or (y) if the allocation provided by
clause (x) above is not permitted by applicable law, or provides a lesser sum to
the indemnified party than the amount hereinafter calculated, in such proportion
as is appropriate to reflect not only the relative fault referred to in clause
(x) above but also the relative benefits received by the indemnifying party and
the indemnified party from the offering of the securities (taking into account
the portion of the proceeds of the offering received by each such party) as well
as the statements or omissions which resulted in such losses, claims, damages or
liabilities and any other relevant equitable considerations. No person will be
required to contribute any amount in excess of the proceeds received by such
person in respect of all such Registrable Shares offered and sold by it pursuant
to such registration statement and no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.

<PAGE>

          SECTION 8. Changes in Common Stock: Successor. (a) If, and as often
as, there is any change in the Common Stock by way of a stock split, stock
dividend, combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the Common Stock as so
changed.

                 (b) If Bidder consolidates or merges into or with, another
person or sells, assigns, conveys, transfers, leases or otherwise disposes of
all or a majority of its assets to any person or group, or any person or group
consolidates with, or merges into or with, Bidder, each holder of Registrable
Shares shall, as a condition to the relevant transaction involving such person,
group or successor in business, be granted by such person, group or successor in
business (each a "Successor"), equivalent rights to the rights granted in
hereunder.

          SECTION 9. Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of Registrable Shares to the public without registration,
at all times ninety (90) days after any registration statement covering a public
offering of securities of Bidder under the Securities Act shall have become
effective, Bidder agrees to:

                 (a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;

                 (b) use its best efforts to file with the Commission in a
timely mariner all reports and other documents required of Bidder under the
Securities Act and the Exchange Act; and

                 (c) furnish to each holder of Registrable Shares forthwith upon
request a written statement by Bidder as to its compliance with the reporting
requirements of such Rule 144 and of the Securities Act and the Exchange Act, a
copy of the most recent annual or quarterly report of Bidder, and such other
reports and documents so filed by Bidder as such holder may reasonably request
in availing itself of any rule or regulation of the Commission allowing such
holder to sell any Registrable Shares without registration.

          SECTION 10. Suspension of Registration Obligations. Except as
otherwise set forth in Section 3(c) and notwithstanding the provisions of
Section 5(a), (i) Bidder's obligation to file a registration statement, or cause
such registration statement to become and remain effective (a) may be suspended
on one occasion for a period not to exceed one hundred and eighty (180) days if
there exists at the time material nonpublic information relating to Bidder
which, in the reasonable opinion of Bidder, should not be disclosed (b) shall
not apply for the period which begins seven days prior to and ends 90 days after
the commencement of a public offering of securities, so long as Bidder has
fulfilled its notice obligations under Sections 2, 3 or 4 with respect to such
offering and (ii) if a public offering of securities has been previously
commenced, neither the Company nor any controlling person of the Company shall
commence another public offering of the securities until 90 days after the
commencement of such prior offering.

<PAGE>

          SECTION 11. Transferability of Registration Rights. Registration
rights conferred herein on the holders of Registrable Shares shall inure to the
benefit of their successors and transferees; provided, that all transfers of the
Registrable Shares are in accordance with Sections 9.2 and 11.8 of the
Agreement.