Exhibit
      10.1

    


    REGISTRATION
      RIGHTS AGREEMENT

     

             
REGISTRATION
      RIGHTS AGREEMENT
      (this
      "Agreement"),
      dated
      as of May 15, 2006, by and among Interpharm Holdings, Inc., a Delaware
      corporation, with headquarters located at 75 Adams Avenue, Hauppauge, New York
      11788 (the "Company"),
      and
      the undersigned buyers (each, a "Buyer",
      and
      collectively, the "Buyers").

     

              
      WHEREAS:

     

              
      A. In
      connection with the Securities Purchase Agreement by and among the parties
      hereto of even date herewith (the "Securities
      Purchase Agreement"),
      the
      Company has agreed, upon the terms and subject to the conditions set forth
      in
      the Securities Purchase Agreement, to issue and sell to each Buyer (i) preferred
      shares of the Company designated as Series B-1 Convertible Preferred Stock,
      the
      terms of which are set forth in the certificate of designation for such series
      of preferred shares (the "Certificate
      of Designations")
      in the
      form attached as Exhibit A to the Securities Purchase Agreement (the
      "Preferred
      Shares")
      which,
      among other things, will be convertible into shares of the Company's common
      stock, par value $0.01 per share (the "Common
      Stock")
      (as
      converted, the "Conversion
      Shares"), in
      accordance with the terms of the Certificate of Designations and (ii) warrants
      (the "Warrants")
      which
      will be exercisable to purchase shares of Common Stock (as exercised
      collectively, the "Warrant
      Shares").

     

              
B.
       The
      Preferred Shares may be issued at the Initial Closing or at one or more
      Additional Closings prior to 90 days after the date of this
      Agreement.

     

               C. The
      Preferred Shares may be entitled to dividends, which the Company, subject to
      certain conditions, may pay in shares of Common Stock (the "Dividend
      Shares").

     

              
      D. To
      induce
      the Buyers to execute and deliver the Securities Purchase Agreement, the Company
      has agreed to provide certain registration rights under the Securities Act
      of
      1933, as amended, and the rules and regulations thereunder, or any similar
      successor statute (collectively, the "1933
      Act"),
      and
      applicable state securities laws.

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

     

              
      1. Definitions.
      

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    c. "Effectiveness
      Deadline"
      means
      the date which is 120 days after the Filing Deadline (as defined
      below).

     

    d. "Filing
      Deadline"
      means
      the date 60 days after a request is made in accordance with Section
      2(a).

     

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

     

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

     

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

     

    h. "Registrable
      Securities"
      means
      (i) the Conversion Shares issued or issuable upon conversion of the
      Preferred Shares, (ii) the Warrant Shares issued or issuable upon exercise
      of the Warrants, (iii) any Dividend Shares issued or issuable with respect
      to
      the Preferred Shares and (iv) any share capital of the Company issued or
      issuable, with respect to the Preferred Shares, the Conversion Shares, the
      Dividend Shares, the Warrant Shares or the Warrants as a result of any share
      split, share dividend, recapitalization, exchange or similar event or otherwise,
      without regard to any limitations on conversions of the Preferred Shares or
      exercises of the Warrants.

     

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

     

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

     

    k. "Required
      Registration Amount"
      means
      12,000,000 shares of Common Stock, subject to adjustment as provided in Section
      2(e), without regard to any limitations on conversion of the Preferred
      Shares.

     

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

     

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

     

    
      
        
        

      

      
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    2. Registration.

     

    a. Mandatory
      Registration.
      At the
      request of the Required Holders at any time after the earlier of (x) December
      31, 2006 and (y) such time after the date of this Agreement that the Company
      is
      eligible to file a Registration Statement hereunder on Form S-3, the Company
      shall use its reasonable best efforts to prepare, and, as soon as practicable,
      but in no event later than the Filing Deadline, file with the SEC the
      Registration Statement on Form S-3 covering the resale of all of the Registrable
      Securities. In the event that Form S-3 is unavailable for such a registration,
      the Company shall use such other form as is available for such a registration
      on
      another appropriate form reasonably acceptable to the Required Holders, subject
      to the provisions of Section 2(d). The Registration Statement prepared pursuant
      hereto shall register for resale at least the number of shares of Common Stock
      equal to the Required Registration Amount as of the date the Registration
      Statement is initially filed with the SEC. The Registration Statement shall
      contain (except if otherwise directed by the Required Holders) the "Selling
      Stockholders"
      and
      "Plan
      of Distribution"
      sections in substantially the form attached hereto as Exhibit
      B.
      The
      Company shall use its reasonable best efforts to have the Registration Statement
      declared effective by the SEC as soon as practicable, but in no event later
      than
      the Effectiveness Deadline. By 9:30 a.m. on the first Business Day following
      the
      Effective Date, the Company shall file with the SEC in accordance with Rule
      424
      under the 1933 Act the final prospectus to be used in connection with sales
      pursuant to such Registration Statement. 

     

    b. Allocation
      of Registrable Securities.
      Subject
      to Section 11, the initial number of Registrable Securities included in any
      Registration Statement and any increase in the number of Registrable Securities
      included therein shall be allocated pro rata among the Investors based on the
      number of Registrable Securities held by each Investor at the time the
      Registration Statement covering such initial number of Registrable Securities
      or
      increase thereof is declared effective by the SEC. In the event that an Investor
      sells or otherwise transfers any of such Investor's Registrable Securities,
      each
      transferee that becomes an Investor shall be allocated a pro rata portion of
      the
      then remaining number of Registrable Securities included in such Registration
      Statement for such transferor. Any shares of Common Stock included in a
      Registration Statement and which remain allocated to any Person which ceases
      to
      hold any Registrable Securities covered by such Registration Statement shall
      be
      allocated to the remaining Investors, pro rata based on the number of
      Registrable Securities then held by such Investors which are covered by such
      Registration Statement. Subject to Section 11, in no event shall the Company
      include any securities other than Registrable Securities on any Registration
      Statement without the prior written consent of the Required
      Holders.

     

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

     

    d. Ineligibility
      for Form S-3.
      In the
      event that Form S-3 is not available for the registration of the resale of
      Registrable Securities hereunder, the Company shall (i) register the resale
      of
      the Registrable Securities on another appropriate form reasonably acceptable
      to
      the Required Holders and (ii) undertake to register the Registrable Securities
      on Form S-3 as soon as such form is available, provided that the Company shall
      maintain the effectiveness of the Registration Statement then in effect until
      such time as a Registration Statement on Form S-3 covering the Registrable
      Securities has been declared effective by the SEC.

     

    
      
        
        

      

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

     

    f. Effect
      of Failure to File and Obtain and Maintain Effectiveness of Registration
      Statement.
      If (i)
      a Registration Statement covering all of the Registrable Securities required
      to
      be covered thereby and required to be filed by the Company pursuant to this
      Agreement is filed with the SEC but not declared effective by the SEC on or
      before the respective Effectiveness Deadline (an "Effectiveness
      Failure")
      or
      (ii) on any day after the Effective Date sales of all of the Registrable
      Securities required to be included on such Registration Statement cannot be
      made
      (other than during an Allowable Grace Period (as defined in Section 3(r))
      pursuant to such Registration Statement (including, without limitation, because
      of a failure to keep such Registration Statement effective, to disclose such
      information as is necessary for sales to be made pursuant to such Registration
      Statement, a suspension or delisting of the Common Stock on its principal
      trading market or exchange, or to register a sufficient number of shares of
      Common Stock) and such inability to make such sales continues for a period
      of
      ten (10) consecutive Trading Days or for more than an aggregate of twenty (20)
      days in any 365-day period (excluding days during an Allowable Grace Period)
      (any such period of inability to sell, a "Maintenance
      Failure")
      then,
      as partial relief for the damages to any holder by reason of any such delay
      in
      or reduction of its ability to sell the underlying shares of Common Stock (which
      remedy shall not be exclusive of any other remedies available at law or in
      equity), the Company shall pay to each holder of Registrable Securities relating
      to such Registration Statement, an amount in cash equal to the Failure Rate
      (as
      defined below) on each of the following dates: (i) on every thirtieth day (pro
      rated for periods totaling less than thirty days) after an Effectiveness Failure
      until such Effectiveness Failure is cured; and (ii) on every thirtieth day
      (pro
      rated for periods totaling less than thirty days) after a Maintenance Failure
      until such Maintenance Failure is cured. The Company shall also pay the
      reasonable fees of Legal Counsel to enforce the provisions hereof. The payments
      to which a holder shall be entitled pursuant to this Section 2(f) are referred
      to herein as "Registration
      Delay Payments."
      Notwithstanding the foregoing, the maximum amount of Registration Delay Payments
      payable hereunder as a result of the Failure Rate shall be 18% of the aggregate
      Purchase Price (as such term is defined in the Securities Purchase Agreement)
      of
      such Investor's Registrable Securities included in such Registration Statement.
      Registration Delay Payments shall be paid on the day of the Effectiveness
      Failure and the initial day of a Maintenance Failure, as applicable, and
      thereafter on the earlier of (I) the thirtieth day after the event or failure
      giving rise to the Registration Delay Payments has occurred and (II) the third
      Business Day after the event or failure giving rise to the Registration Delay
      Payments is cured. In the event the Company fails to make Registration Delay
      Payments in a timely manner, such Registration Delay Payments shall bear
      interest at the rate of one and one-half percent (1.5%) per month (prorated
      for
      partial months) until paid in full. The "Failure
      Rate"
      means
      (i) with respect to an Effectiveness Failure, an amount in cash equal to (x)
      0.167% per month of the aggregate Purchase Price of such Investor's Registrable
      Securities included in such Registration Statement or (y) if an Effectiveness
      Failure continues on for a period of time that is more than 180 days after
      the
      Effectiveness Deadline, then the Failure Rate shall increase to 0.33% and (ii)
      with respect to a Maintenance Failure, an amount in cash equal to 0.33% per
      month of the aggregate Purchase Price (prorated for partial
      months).

     

    
      
        
        

      

      
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    3. Related
      Obligations.

     

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

     

    a. The
      Company shall promptly prepare and file with the SEC a Registration Statement
      with respect to the Registrable Securities and use its reasonable best efforts
      to cause such Registration Statement relating to the Registrable Securities
      to
      become effective as soon as practicable after such filing (but in no event
      later
      than the Effectiveness Deadline). The Company shall keep each Registration
      Statement effective pursuant to Rule 415 at all times until the earlier of
      (i)
      the date as of which all of the Investors (other than any Investors who are
      "affiliates" of the Company as such term is used in Rule 144(k) promulgated
      under the Securities Act) may sell all of the Registrable Securities covered
      by
      such Registration Statement without restriction pursuant to Rule 144(k) (or
      any
      successor thereto) promulgated under the 1933 Act or (ii) the date on which
      the
      Investors shall have sold all of the Registrable Securities covered by such
      Registration Statement (the "Registration
      Period").
      The
      Company shall ensure that each Registration Statement (including any amendments
      or supplements thereto and prospectuses contained therein) shall not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein, or necessary to make the statements therein (in the case
      of
      prospectuses, in the light of the circumstances in which they were made) not
      misleading. The Company shall submit to the SEC, within two (2) Business Days
      after the later of the date that (i) the Company learns that no review of a
      particular Registration Statement will be made by the staff of the SEC or that
      the staff has no further comments on a particular Registration Statement, as
      the
      case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c)
      (which approval is immediately sought), a request for acceleration of
      effectiveness of such Registration Statement to a time and date not later than
      48 hours after the submission of such request. 

     

    
      
        
        

      

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

     

    c. The
      Company shall (A) permit Legal Counsel to review and comment upon (i) a
      Registration Statement at least five (5) Business Days prior to its filing
      with
      the SEC (and for at least two (2) Business Days after any final, material
      changes are made to any draft thereof) (provided that the Filing Deadline shall
      be extended by the time taken by Legal Counsel beyond such specified periods
      in
      exercising its right to review the Registration Statement pursuant to this
      Section 3) and (ii) all amendments and supplements to all Registration
      Statements (except for Annual Reports on Form 10-KSB, Quarterly Reports on
      Form
      10-QSB, Current Reports on Form 8-K, and any similar or successor reports)
      within a reasonable number of days prior to their filing with the SEC, and
      (B)
      not file any Registration Statement or amendment or supplement thereto in a
      form
      to which Legal Counsel reasonably objects. The Company shall not submit a
      request for acceleration of the effectiveness of a Registration Statement or
      any
      amendment or supplement thereto without the prior approval of Legal Counsel,
      which consent shall not be unreasonably withheld. The Company shall furnish
      to
      Legal Counsel, without charge, (i) copies of any correspondence from the SEC
      or
      the staff of the SEC to the Company or its representatives relating to any
      Registration Statement (except for reports previously filed pursuant to the
      Securities Exchange Act of 1934, as amended), (ii) promptly after the same
      is
      prepared and filed with the SEC, one copy of any Registration Statement and
      any
      amendment(s) thereto, including financial statements and schedules, all
      documents incorporated therein by reference, if requested by an Investor, and
      all exhibits and (iii) upon the effectiveness of any Registration Statement,
      one
      copy of the prospectus included in such Registration Statement and all
      amendments and supplements thereto. The Company shall reasonably cooperate
      with
      Legal Counsel in performing the Company's obligations pursuant to this Section
      3.

     

    
      
        
        

      

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

     

    e. The
      Company shall use its reasonable best efforts to (i) register and qualify,
      unless an exemption from registration and qualification applies, the resale
      by
      Investors of the Registrable Securities covered by a Registration Statement
      under such other securities or "blue sky" laws of all applicable jurisdictions
      in the United States, (ii) prepare and file in those jurisdictions, such
      amendments (including post-effective amendments) and supplements to such
      registrations and qualifications as may be necessary to maintain the
      effectiveness thereof during the Registration Period, (iii) take such other
      actions as may be necessary to maintain such registrations and qualifications
      in
      effect at all times during the Registration Period, and (iv) take all other
      actions reasonably necessary or advisable to qualify the Registrable Securities
      for sale in such jurisdictions; provided, however, that the Company shall not
      be
      required in connection therewith or as a condition thereto to (x) qualify to
      do
      business in any jurisdiction where it would not otherwise be required to qualify
      but for this Section 3(e), (y) subject itself to general taxation in any such
      jurisdiction, or (z) file a general consent to service of process in any such
      jurisdiction. The Company shall promptly notify Legal Counsel and each Investor
      who holds Registrable Securities of the receipt by the Company of any
      notification with respect to the suspension of the registration or qualification
      of any of the Registrable Securities for sale under the securities or "blue
      sky"
      laws of any jurisdiction in the United States or its receipt of actual notice
      of
      the initiation or threatening of any proceeding for such purpose.

     

    f. The
      Company shall notify Legal Counsel and each Investor in writing of the happening
      of any event, as promptly as practicable after becoming aware of such event,
      as
      a result of which the prospectus included in a Registration Statement, as then
      in effect, includes an untrue statement of a material fact or omission to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading (provided that in no event shall such notice contain any
      material, nonpublic information), and, subject to Section 3(r), promptly prepare
      a supplement or amendment to such Registration Statement to correct such untrue
      statement or omission and deliver one (1) copy of such supplement or amendment
      to Legal Counsel and each Investor (or such other number of copies as Legal
      Counsel or such Investor may reasonably request). The Company shall also
      promptly notify Legal Counsel and each Investor in writing (i) when a prospectus
      or any prospectus supplement or post-effective amendment has been filed, and
      when a Registration Statement or any post-effective amendment has become
      effective (notification of such effectiveness shall be delivered to Legal
      Counsel and each Investor by facsimile or e-mail on the same day of such
      effectiveness and by overnight mail), (ii) of any request by the SEC for
      amendments or supplements to a Registration Statement or related prospectus
      or
      related information, and (iii) of the Company's reasonable determination that
      a
      post-effective amendment to a Registration Statement would be appropriate.
      

     

    
      
        
        

      

      
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    g. The
      Company shall use its reasonable best efforts to prevent the issuance of any
      stop order or other suspension of effectiveness of a Registration Statement,
      or
      the suspension of the qualification of any of the Registrable Securities for
      sale in any jurisdiction and, if such an order or suspension is issued, to
      obtain the withdrawal of such order or suspension at the earliest possible
      moment and to notify Legal Counsel and each Investor who holds Registrable
      Securities being sold of the issuance of such order and the resolution thereof
      or its receipt of actual notice of the initiation or threat of any proceeding
      for such purpose.

     

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

     

    i. If
      any
      Investor may be required under applicable securities law to be described in
      the
      Registration Statement as an underwriter, the Company shall make available
      for
      inspection by (i) any Investor, (ii) Legal Counsel and (iii) one firm of
      accountants or other agents retained by the Investors (collectively, the
      "Inspectors"),
      all
      pertinent financial and other records, and pertinent corporate documents and
      properties of the Company (collectively, the "Records"),
      as
      shall be reasonably deemed necessary by each Inspector, and cause the Company's
      officers, directors and employees to supply all information which any Inspector
      may reasonably request; provided, however, that each Inspector shall agree
      in
      writing to hold in strict confidence and not to make any disclosure (except
      to
      an Investor) or use of any Record or other information which the Company
      determines in good faith to be confidential, and of which determination the
      Inspectors are so notified, unless (a) the disclosure of such Records is
      necessary to avoid or correct a misstatement or omission in any Registration
      Statement or is otherwise required under the 1933 Act, (b) the release of such
      Records is ordered pursuant to a final, non-appealable subpoena or order from
      a
      court or government body of competent jurisdiction, or (c) the information
      in
      such Records has been made generally available to the public other than by
      disclosure in violation of this or any other agreement of which the Inspector
      has knowledge. Each Investor agrees that it shall, upon learning that disclosure
      of such Records is sought in or by a court or governmental body of competent
      jurisdiction or through other means, give prompt notice to the Company and
      allow
      the Company, at its expense, to undertake appropriate action to prevent
      disclosure of, or to obtain a protective order for, the Records deemed
      confidential. Nothing herein (or in any other confidentiality agreement between
      the Company and any Investor) shall be deemed to limit the Investors' ability
      to
      sell Registrable Securities in a manner which is otherwise consistent with
      applicable laws and regulations.

     

    
      
        
        

      

      
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    j. The
      Company shall hold in confidence and not make any disclosure of information
      concerning an Investor provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this Agreement or any other
      agreement. The Company agrees that it shall, upon learning that disclosure
      of
      such information concerning an Investor is sought in or by a court or
      governmental body of competent jurisdiction or through other means, give prompt
      written notice to such Investor and allow such Investor, at the Investor's
      expense, to undertake appropriate action to prevent disclosure of, or to obtain
      a protective order for, such information.

     

    k. The
      Company shall use its reasonable best efforts either to (i) cause all of the
      Registrable Securities covered by a Registration Statement to be listed on
      each
      securities exchange on which securities of the same class or series issued
      by
      the Company are then listed, if any, if the listing of such Registrable
      Securities is then permitted under the rules of such exchange, or (ii) secure
      designation and quotation of all of the Registrable Securities covered by a
      Registration Statement on the Nasdaq National Market, or (iii) if, despite
      the
      Company's reasonable best efforts to satisfy the preceding clause (i) or (ii)
      the Company is unsuccessful in satisfying the preceding clause (i) or (ii),
      to
      secure the inclusion for quotation on The Nasdaq Capital Market for such
      Registrable Securities and, without limiting the generality of the foregoing,
      to
      use its reasonable best efforts to arrange for at least two market makers to
      register with the National Association of Securities Dealers, Inc.
      ("NASD")
      as
      such with respect to such Registrable Securities. The Company shall pay all
      fees
      and expenses in connection with satisfying its obligation under this Section
      3(k).

     

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

     

    m. If
      requested by an Investor, the Company shall as soon as practicable after receipt
      of notice from such Investor and subject to Section 3(r) hereof, (i) incorporate
      in a prospectus supplement or post-effective amendment such information as
      an
      Investor reasonably requests to be included therein relating to the sale and
      distribution of Registrable Securities, including, without limitation,
      information with respect to the number of Registrable Securities being offered
      or sold, the purchase price being paid therefor and any other terms of the
      offering of the Registrable Securities to be sold in such offering; (ii) make
      all required filings of such prospectus supplement or post-effective amendment
      after being notified of the matters to be incorporated in such prospectus
      supplement or post-effective amendment; and (iii) supplement or make amendments
      to any Registration Statement if reasonably requested by an Investor holding
      any
      Registrable Securities.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


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

     

    o. The
      Company shall make generally available to its security holders as soon as
      practical, but not later than one hundred five (105) days after the close of
      the
      period covered thereby, an earnings statement (in form complying with, and
      in
      the manner provided by, the provisions of Rule 158 under the 1933 Act) covering
      a twelve-month period beginning not later than the first day of the Company's
      fiscal quarter next following the effective date of the Registration
      Statement.

     

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

     

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

     

    r. Notwithstanding
      anything to the contrary herein, at any time after the Effective Date, the
      Company may delay the disclosure of material, non-public information concerning
      the Company the disclosure of which at the time is not, in the good faith
      opinion of the Board of Directors of the Company and its counsel, in the best
      interest of the Company and, in the opinion of counsel to the Company, otherwise
      required (a "Grace
      Period");
      provided, that the Company shall promptly (i) notify the Investors in writing
      of
      the existence of material, non-public information giving rise to a Grace Period
      (provided that in each notice the Company will not disclose the content of
      such
      material, non-public information to the Investors) and the date on which the
      Grace Period will begin, and (ii) notify the Investors in writing of the
      date on which the Grace Period ends; and, provided further, that no Grace Period
      shall exceed ten (10) consecutive days and during any three hundred sixty five
      (365) day period such Grace Periods shall not exceed an aggregate of thirty
      (30)
      days and the first day of any Grace Period must be at least five (5) trading
      days after the last day of any prior Grace Period (each, an "Allowable
      Grace Period").
      For
      purposes of determining the length of a Grace Period above, the Grace Period
      shall begin on and include the date the Investors receive the notice referred
      to
      in clause (i) and shall end on and include the later of the date the Investors
      receive the notice referred to in clause (ii) and the date referred to in such
      notice. The provisions of Section 3(g) hereof shall not be applicable during
      the
      period of any Allowable Grace Period. Upon expiration of the Grace Period,
      the
      Company shall again be bound by the first sentence of Section 3(f) with respect
      to the information giving rise thereto unless such material, non-public
      information is no longer applicable. Notwithstanding anything to the contrary,
      the Company shall cause its transfer agent to deliver unlegended shares of
      Common Stock to a transferee of an Investor in accordance with the terms of
      the
      Securities Purchase Agreement in connection with any sale of Registrable
      Securities with respect to which an Investor has entered into a contract for
      sale, and delivered a copy of the prospectus included as part of the applicable
      Registration Statement, prior to the Investor's receipt of the notice of a
      Grace
      Period and for which the Investor has not yet settled. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    4. Obligations
      of the Investors.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    5. Expenses
      of Registration.

     

    All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to Sections
      2 and 3, including, without limitation, all registration, listing and
      qualifications fees, printers and accounting fees, and fees and disbursements
      of
      counsel for the Company shall be paid by the Company. 

     

              
      6. Indemnification.   

     
            


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

     

    a. To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend each Investor, the directors, officers, members,
      partners, employees, agents, representatives of, and each Person, if any, who
      controls any Investor within the meaning of the 1933 Act or the 1934 Act (each,
      an "Indemnified
      Person"),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, reasonable attorneys' fees, amounts paid in settlement or
      expenses, joint or several, (collectively, "Claims")
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto ("Indemnified
      Damages"),
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i) any untrue statement or alleged untrue statement of
      a
      material fact in a Registration Statement or any post-effective amendment
      thereto or in any filing made in connection with the qualification of the
      offering under the securities or other "blue sky" laws of any jurisdiction
      in
      which Registrable Securities are offered ("Blue
      Sky Filing"),
      or
      the omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, (ii) any
      untrue statement or alleged untrue statement of a material fact contained in
      any
      preliminary prospectus if used prior to the effective date of such Registration
      Statement, or contained in the final prospectus (as amended or supplemented,
      if
      the Company files any amendment thereof or supplement thereto with the SEC)
      or
      the omission or alleged omission to state therein any material fact necessary
      to
      make the statements made therein, in light of the circumstances under which
      the
      statements therein were made, not misleading, (iii) any violation or alleged
      violation by the Company of the 1933 Act, the 1934 Act, any other law,
      including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of the Registrable
      Securities pursuant to a Registration Statement or (iv) any violation of this
      Agreement (the matters in the foregoing clauses (i) through (iv) being,
      collectively, "Violations").
      Subject to Section 6(c), the Company shall reimburse the Indemnified Persons,
      promptly as such expenses are incurred and are due and payable, for any legal
      fees or other reasonable expenses incurred by them in connection with
      investigating or defending any such Claim. Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising
      out of or based upon a Violation which occurs in reliance upon and in conformity
      with information furnished in writing to the Company by such Indemnified Person
      for such Indemnified Person expressly for use in connection with the preparation
      of the Registration Statement or any such amendment thereof or supplement
      thereto; (ii) shall not be available to the extent such Claim is based on a
      failure of the Investor to deliver or to cause to be delivered the prospectus
      made available by the Company, including a corrected prospectus, if such
      prospectus or corrected prospectus was timely made available by the Company
      pursuant to Section 3(d); and (iii) shall not apply to amounts paid in
      settlement of any Claim if such settlement is effected without the prior written
      consent of the Company, which consent shall not be unreasonably withheld or
      delayed. Such indemnity shall remain in full force and effect regardless of
      any
      investigation made by or on behalf of the Indemnified Person and shall survive
      the transfer of the Registrable Securities by the Investors pursuant to Section
      9.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


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

     

    c. Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses of
      not
      more than one counsel for all such Indemnified Person or Indemnified Party
      to be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Person or Indemnified Party and any other party represented by
      such
      counsel in such proceeding; provided further, that the indemnifying party shall
      not be responsible for the reasonable fees and expenses of more than one (1)
      separate legal counsel for all such Indemnified Person or Indemnified Party.
      In
      the case of an Indemnified Person, legal counsel referred to in the immediately
      preceding sentence shall be selected by the Investors holding at least a
      majority in
      interest of the Registrable Securities included in the Registration Statement
      to
      which the Claim relates. The Indemnified Party or Indemnified Person shall
      cooperate reasonably with the indemnifying party in connection with any
      negotiation or defense of any such action or Claim by the indemnifying party
      and
      shall furnish to the indemnifying party all information reasonably available
      to
      the Indemnified Party or Indemnified Person which relates to such action or
      Claim. The indemnifying party shall keep the Indemnified Party or Indemnified
      Person fully apprised at all times as to the status of the defense or any
      settlement negotiations with respect thereto. No indemnifying party shall be
      liable for any settlement of any action, claim or proceeding effected without
      its prior written consent, provided, however, that the indemnifying party shall
      not unreasonably withhold, delay or condition its consent. No indemnifying
      party
      shall, without the prior written consent of the Indemnified Party or Indemnified
      Person, consent to entry of any judgment or enter into any settlement or other
      compromise which does not include as an unconditional term thereof the giving
      by
      the claimant or plaintiff to such Indemnified Party or Indemnified Person of
      a
      release from all liability in respect to such Claim or litigation, and such
      settlement shall not include any admission as to fault on the part of the
      Indemnified Party. Following indemnification as provided for hereunder, the
      indemnifying party shall be subrogated to all rights of the Indemnified Party
      or
      Indemnified Person with respect to all third parties, firms or corporations
      relating to the matter for which indemnification has been made. The failure
      to
      deliver written notice to the indemnifying party within a reasonable time of
      the
      commencement of any such action shall not relieve such indemnifying party of
      any
      liability to the Indemnified Person or Indemnified Party under this Section
      6,
      except to the extent that the indemnifying party is prejudiced in its ability
      to
      defend such action.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    d. No
      Person
      involved in the sale of Registrable Securities who is guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      in
      connection with such sale shall be entitled to indemnification from any Person
      involved in such sale of Registrable Securities who is not guilty of fraudulent
      misrepresentation.

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


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

     

               
      7. Contribution.

     

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

     

               
      8. Reports
      Under the 1934 Act.
      

     

              
With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the 1933 Act or any other similar rule or regulation of the SEC that
      may
      at any time permit the Investors to sell securities of the Company to the public
      without registration ("Rule
      144"),
      the
      Company agrees to:

     

              
      a. make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144; 

     

    b. file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements (it being understood that nothing herein shall
      limit the Company's obligations under Section 4(c) of the Securities Purchase
      Agreement) and the filing of such reports and other documents is required for
      the applicable provisions of Rule 144; and

     

                      
      c. furnish
      to each Investor so long as such Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company, if true, that it has
      complied with the reporting requirements of Rule 144, the 1933 Act and the
      1934
      Act, (ii) a copy of the most recent annual or quarterly report of the Company
      and such other reports and documents so filed by the Company, and (iii) such
      other information as may be reasonably requested to permit the Investors to
      sell
      such securities pursuant to Rule 144 without registration.

     

               
      9. Assignment
      of Registration Rights.
      

     

              
The
      rights under this Agreement shall be automatically assignable by the Investors
      to any transferee of all or any portion of such Investor's Registrable
      Securities if: (i) the Investor agrees in writing with the transferee or
      assignee to assign such rights, and a copy of such agreement is furnished to
      the
      Company within a reasonable time after such assignment; (ii) the Company is,
      within a reasonable time after such transfer or assignment, furnished with
      written notice of (a) the name and address of such transferee or assignee,
      and
      (b) the securities with respect to which such registration rights are being
      transferred or assigned; (iii) immediately following such transfer or assignment
      the further disposition of such securities by the transferee or assignee is
      restricted under the 1933 Act or applicable state securities laws; (iv) at
      or
      before the time the Company receives the written notice contemplated by clause
      (ii) of this sentence the transferee or assignee agrees in writing with the
      Company to be bound by all of the provisions contained herein; (v) such transfer
      shall have been made in accordance with the applicable requirements of the
      Securities Purchase Agreement; and (vi) such transfer shall have been conducted
      in accordance with all applicable federal and state securities
      laws.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

               

               10. Amendment
      of Registration Rights.

     

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

     

              
      11. Piggy-Back
      Rights.
      

     

              
If
      at
      any time and from time to time the Company proposes to effect a registration
      of
      any of its securities under the Securities Act, for its own account or for
      the
      account of one or more stockholders (a "Proposed
      Registration")
      (other
      than a registration relating solely to the sale of securities to participants
      in
      a Company employee stock or similar plan, or a registration in which the only
      Common Stock being registered is Common Stock issuable pursuant to a business
      combination), and the registration form to be used may be used for the
      registration of Registrable Securities, the Company shall promptly give each
      Investor written notice of such registration. Upon the written request of an
      Investor given within twenty (20) days after receipt of such notice (such
      request to include the number of Registrable Securities that the Investor wishes
      to be included in the Proposed Registration), the Company shall cause all of
      the
      Registrable Securities that each such Investor has requested to be registered
      to
      be included in such registration. If the Company's proposed registration is
      an
      underwritten offering the underwriter will be selected by the Company,
provided,
      however,
      that
      the underwriter shall be a major brokerage firm or investment bank of recognized
      stature in the brokerage and investment banking industries. Notwithstanding
      any
      other provision of this Section 11, if the managing underwriter advises the
      Company in writing (with a copy to each Investor) that marketing factors require
      a limitation of the number of shares to be underwritten, the managing
      underwriter may allocate the shares to be included in the Proposed Registration,
      first, to the Company; second, to the Investors on a pro rata basis based on
      the
      total number of Registrable Securities held by the Investors; and third, to
      any
      stockholder of the Company (other than an Investor) on a pro rata basis,
      provided that the Investors may not be cut back to an aggregate of less than
      20%
      of the shares to be included in the underwriting. Subject to the immediately
      preceding sentence, the Company shall so advise all the Investors of Registrable
      Securities, and the number of shares that may be included in the Proposed
      Registration shall be allocated among them, as nearly as practicable among
      the
      holders of Registrable Securities and any other stockholders in proportion
      to
      the respective amounts of shares held by such Persons at the time of filing
      of
      the registration statement. To facilitate the allocation of shares in accordance
      with the above provisions, the Company may round the number of shares allocated
      to any Person to the nearest whole share.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

               
      

              
      12. Miscellaneous.

     

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

     

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

     

    
      	
               If
                to the Company:

            	 
	 	
              Interpharm
                Holdings, Inc.

              75
                Adams Avenue, 

              Hauppauge,
                New York 11788

              Telephone:
                 (631)
                952-0214

              Facsimile:
                 (631)
                952-9585

              Attention:
                 George
                Aronson

              With
                a copy (for informational purposes only) to:

              Guzov
                Ofsink, LLC

              600
                Madison Avenue, 14th Floor

              New
                York, New York 10022

              Telephone:
                 (212)
                371-8008, Extension 102

              Facsimile:
                 (212)
                688-7273

              Attention:
                 Darren
                L. Ofsink, Esq.

            
	
            	 
	
                If
                to the Transfer
                Agent:

            	 
	 	
              North
                American Transfer Agent

              147
                West Merrick Road, Suite 205

              Freeport,
                New York 11520

              Telephone:
                 (516)379-8501

              Facsimile:
                 (516)379-8525

              Attention:
                 Mildred
                Rostolder

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    .

     

    
      	
                 If
                to Legal
                Counsel:

            	 
	 	
              Schulte
                Roth & Zabel LLP

              919
                Third Avenue

              New
                York, New York 10022

              Telephone:
                 (212)
                756-2000

              Facsimile: (212)
                593-5955

              Attention: Eleazer
                N. Klein, Esq.

            


    

    


    If
      to a
      Buyer, to its address and facsimile number set forth on the Schedule of Buyers
      attached hereto, with copies to such Buyer's representatives as set forth on
      the
      Schedule of Buyers, or to such other address and/or facsimile number and/or
      to
      the attention of such other Person as the recipient party has specified by
      written notice given to each other party five (5) days prior to the
      effectiveness of such change. Written confirmation of receipt (A) given by
      the
      recipient of such notice, consent, waiver or other communication, (B)
      mechanically or electronically generated by the sender's facsimile machine
      containing the time, date, recipient facsimile number and an image of the first
      page of such transmission or (C) provided by a courier or overnight courier
      service shall be rebuttable evidence of personal service, receipt by facsimile
      or receipt from a nationally recognized overnight delivery service in accordance
      with clause (i), (ii) or (iii) above, respectively.

     

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

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


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

     

    n. Notwithstanding
      anything herein to the contrary, so long as the Company uses reasonable best
      efforts to comply with the registration requirements of this Agreement, and
      provided that the Company otherwise complies with its applicable obligations
      under this Agreement and the other Transaction Documents, nothing in this
      Agreement shall be deemed to prevent the Company from delivering to the Investor
      Conversion Shares, Dividend Shares and/or Warrant Shares that are not registered
      for resale.

     

     

    *
      * * * *
      *


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 	
               

            
	 	
              
                COMPANY:

                 

                INTERPHARM
                  HOLDINGS, INC.

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Cameron
              Reid
	 	
              
Name:
              Cameron Reid  
              Title:  Chief
                Executive Officer  

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	
              BUYERS:

               

              TULLIS-DICKERSON
                CAPITAL FOCUS  
III, L.P.

            
	 
 	 
 	 
 
	 	By:  	/s/ Joan
              P.
              Neuscheler
	 	
              

              Name:  Joan
                P. Neuscheler

              Title:  Principal  

            
	 	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

SCHEDULE
      OF BUYERS

     

    
      	
               

              Buyer
                

            	 	
              Buyer
                Address

              and
                Facsimile Number

            	 	
              Buyer's
                Representative's Address 

              and
                Facsimile Number

            
	 	 	 	 	 
	
              Tullis-Dickerson
                Capital Focus III, L.P.

            	 	
              c/o
                Tullis-Dickerson Partners III, L.L.C.

              Two
                Greenwich Plaza, 4th Fl.

              Greenwich,
                CT 06830

              Attn:
                Joan P. Neuscheler

              Telephone:
                (203) 629-8700

              Facsimile:
                (203) 629-9293

            	 	
              Schulte
                Roth & Zabel LLP

              919
                Third Avenue

              New
                York, NY 10022

              Attn:
                Eleazer Klein, Esq. 

              Facsimile:
                (212) 593-5955

              Telephone:
                (212) 756-2000

            
	 	 	 	 	 
	 	 	
              cc:
                Gloria Skigen

              Two
                Greenwich Plaza, 4th Fl.

              Greenwich,
                CT 06830

              Telephone:
                (203) 629-8700

              Facsimile:
                (203) 629-9293

            	 	 
	 	 	 	 	 
	
               

            	 	
              
                and

              

              Richard
                J. Miller

              2
                Willow Road

              Upper
                Saddle River, NJ 07458

            	 	
               

            
	 	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    

     

    EXHIBIT
      A

    


    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

     

    [Transfer
      Agent]

    [Address]

    Attention:
      

     

                  
          Re: Interpharm
      Holdings, Inc.

     

    Ladies
      and Gentlemen:

     

              
[We
      are][I am] counsel to Interpharm Holdings, Inc., a Delaware corporation (the
      "Company"),
      and
      have represented the Company in connection with that certain Securities Purchase
      Agreement (the "Securities
      Purchase Agreement")
      entered into by and among the Company and the buyers named therein
      (collectively, the "Holders")
      pursuant to which the Company issued to the Holders preferred shares (the
      "Preferred
      Shares")
      convertible into the Company's common stock, $0.01 par value
      (the "Common
      Stock"),
      and
      warrants exercisable for shares of Common Stock (the "Warrants").
      Pursuant to the Securities Purchase Agreement, the Company also has entered
      into
      a Registration Rights Agreement with the Holders (the "Registration
      Rights Agreement")
      pursuant to which the Company agreed, among other things, to register the
      Registrable Securities (as defined in the Registration Rights Agreement),
      including the shares of Common Stock issuable upon conversion of the Preferred
      Shares and the shares of Common Stock issuable upon exercise of the Warrants,
      under the Securities Act of 1933, as amended (the "1933
      Act").
      In
      connection with the Company's obligations under the Registration Rights
      Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
      on Form S- (File No. 333-_____________) (the "Registration
      Statement")
      with
      the Securities and Exchange Commission (the "SEC")
      relating to the Registrable Securities which names each of the Holders as a
      selling stockholder thereunder.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

              
      

              
This
      letter shall serve as our standing opinion to you that the shares of Common
      Stock are freely transferable by the Holders pursuant to the Registration
      Statement. You need not require further letters from us to effect any future
      legend-free issuance or reissuance of shares of Common Stock to the Holders
      as
      contemplated by the Company's Irrevocable Transfer Agent Instructions dated
      May
      __, 2006. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	 	 	Very
              truly yours,
	 	 
	 
 	 
 	[ISSUER'S
              COUNSEL]
 
	 	By:  	 
	 	
              

            
	CC: [LIST
              NAMES OF HOLDERS]	 


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    


    SELLING
      STOCKHOLDERS

     

    The
      shares of Common Stock being offered by the selling stockholders are issuable
      upon conversion of the convertible preferred shares, upon exercise of the
      warrants and in payment of certain dividend requirements as set forth in the
      Certificate of Designation. For additional information regarding the issuance
      of
      those convertible preferred shares and warrants, see "Private Placement of
      Convertible Preferred Shares and Warrants" above. We are registering the shares
      of Common Stock in order to permit the selling stockholders to offer the shares
      for resale from time to time. Except for the ownership of the preferred shares
      and warrants issued pursuant to the Securities Purchase Agreement, the selling
      stockholders have not had any material relationship with us within the past
      three years.

     

    The
      table
      below lists the selling stockholders and other information regarding the
      beneficial ownership of the shares of Common Stock by each of the selling
      stockholders. The second column lists the number of shares of Common Stock
      beneficially owned by each selling stockholder, based on its ownership of the
      convertible preferred shares and warrants, as of ________, 200_, assuming
      conversion of all convertible preferred shares and exercise of the warrants
      held
      by the selling stockholders on that date, without regard to any limitations
      on
      conversions or exercise.

     

    The
      third
      column lists the shares of Common Stock being offered by this prospectus by
      the
      selling stockholders.

     

    In
      accordance with the terms of a registration rights agreement with the selling
      stockholders, this prospectus generally covers the resale of at least, the
      sum
      of (i) the number of shares of Common Stock issuable upon conversion of the
      convertible preferred shares (and the dividends accrued and payable thereunder)
      as of the trading day immediately preceding the date the registration statement
      is initially filed with the SEC, (ii) 120% of the number of shares of Common
      Stock issuable upon payment of the dividend shares as of the trading day
      immediately preceding the date the registration statement is initially filed
      with the SEC assuming that all of the Preferred Shares remain outstanding
      through the Mandatory Date (as defined in the Certificate of Designations)
      and
      (iii) the number of shares of Common Stock issuable upon exercise of the related
      warrants as of the trading day immediately preceding the date the registration
      statement is initially filed with the SEC. Because
      the conversion price of the convertible preferred shares and the exercise price
      of the warrants may be adjusted, the number of shares that will actually be
      issued may be more or less than the number of shares being offered by this
      prospectus. The fourth column assumes the sale of all of the shares offered
      by
      the selling stockholders pursuant to this prospectus.

     

    Under
      the
      terms of the certificate of designations and the warrants, to the extent that
      any applicable selling stockholder does not have an affiliate that is a member
      of the Board of Directors of the Company, such selling stockholder may not
      convert the preferred shares or exercise the warrants to the extent such
      conversion or exercise would cause such selling stockholder, together with
      its
      affiliates, to beneficially own a number of shares of Common Stock which would
      exceed 4.99% of our then outstanding shares of Common Stock following such
      conversion or exercise, excluding for purposes of such determination shares
      of
      Common Stock issuable upon conversion of the convertible preferred shares which
      have not been converted and upon exercise of the warrants which have not been
      exercised. The number of shares in the second column does not reflect this
      limitation. The selling stockholders may sell all, some or none of their shares
      in this offering. See "Plan of Distribution."

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

        
          


        

      

    

     

    
      	
               

               

              Name
                of Selling Stockholder

            	 	
              Number
                of Shares of Common Stock Owned Prior to Offering

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

            	 	
              Number
                of Shares of Common Stock Owned After Offering

            
	 	 	 	 	 	 	 
	
              Tullis-Dickerson
                Capital Focus III, L.P.

            	 	 	 	 	 	
              0

            


    

     

    (1)
      ___________
      may
      be
      deemed to have voting
      control and investment discretion over the shares of Common Stock held by
      Tullis-Dickerson Capital Focus III, L.P. ___________ control ___________. Each
      of ___________ and ___________ disclaims beneficial ownership of the shares
      held
      by Tullis-Dickerson Capital Focus III, L.P.]

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

        
          


        

      

    

     

    PLAN
      OF DISTRIBUTION

     

    We
      are
      registering the shares of Common Stock issuable upon conversion of the
      convertible preferred shares, upon exercise of the warrants and in payment
      of
      certain dividend requirements to permit the resale of these shares of Common
      Stock by the holders of the convertible preferred shares and warrants from
      time
      to time after the date of this prospectus. We will not receive any of the
      proceeds from the sale by the selling stockholders of the shares of Common
      Stock. We will bear all fees and expenses incident to our obligation to register
      the shares of Common Stock.

     

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

    

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

            


       

      	·  	
              in
                the over-the-counter market;

            


       

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

            


       

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

            


       

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

            


       

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

            


       

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

            


       

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

            


       

      	·  	
              privately
                negotiated transactions;

            


       

      	·  	
              short
                sales;

            


       

      	·  	
              sales
                pursuant to Rule 144;

            


       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

            


       

      	·  	
              a
                combination of any such methods of sale;
                and

            


       

      
        	·  	
                any
                  other method permitted pursuant to applicable
                  law.

              


      

       

    

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        3