Exhibit 10.8 



REGISTRATION RIGHTS
AGREEMENT 



        THIS
REGISTRATION  RIGHTS AGREEMENT (this  “Agreement”) is entered into as of  the  ____  day
 of  ________________,  2007,  by  and  among  Alternative Asset Management  Acquisition  Corp., a Delaware
 corporation  (the “Company”) and the undersigned parties listed under Investor on the
signature page hereto (each,  an “Investor” and collectively, the “Investors”). 



        WHEREAS,
 the  Investors  collectively  beneficially  own  all  of  the 5,750,000  shares of the
 Company’s  Common Stock (as defined  below) issued and outstanding and 4,625,000
 Sponsors’  Warrants (as defined below),  all of which were acquired by private
 placement  and currently  held of record by certain of the Investors as set forth on
Schedule I hereto; 



        WHEREAS,
 the Hanover Group or one of its  affiliates,  STC  Investment Holdings LLC and Solar
Capital,  LLC, all of which are  Investors,  have entered into agreements with Citigroup
 Global Markets Inc.  (“Citi”)  pursuant to which they will each  place  limit  orders
for up to $10.0  million  of the  Company’s Common Stock for a period  commencing  ten
 business  days after the filing of a Form 8-K announcing an agreement for an initial
business  combination and ending on the business  day  immediately  preceding  the record
date for the meeting of stockholders at which such initial  business  combination is to
be voted on (the “10b5-1  Agreements”),  as  described  further  in  the  Registration
 Statement (defined below); 



        WHEREAS,
 the Investors  may, in certain  circumstances  and subject to certain transfer
 restrictions and other restrictions,  transfer (or cause to be transferred)  to
 Permitted  Transferees  (as defined  below) some or all of the securities held by such
Investors; and 



        WHEREAS,
 the  Investors  and the  Company  desire  to enter  into this Agreement  to  provide
 the  Investors  with  certain  rights  relating  to  the registration  of shares of
Common Stock and Sponsors’  Warrants held by them and to provide for any Permitted
 Transferee who receives  shares of Common Stock or Sponsors’  Warrants  from an
 Investor  from  time to  time  to  accede  to this Agreement. 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency  of which are
 hereby  acknowledged,  the  parties  hereto  agree as follows: 



1. DEFINITIONS.  The following
 capitalized terms used herein have the following meanings:  



        “Adverse
 Disclosure”  means public  disclosure of material  non-public information, which
disclosure, in the good faith judgment of the chief executive officer or principal
 financial  officer of the Company after  consultation with counsel to the  Company,  (i)
would be required  to be made in any  Registration Statement or prospectus in order for
the  applicable  Registration  Statement or prospectus  not to contain any untrue
 statement  of a material  fact or omit to state a material fact necessary to make the
 statements  therein (in the case of any prospectus and any preliminary prospectus, in
the light of the circumstances under  which they were made) not  misleading,  (ii) would
not be  required to be made at such time if the Registration  Statement were not being
filed, and (iii) the Company has a bona fide business purpose for not publicly making it. 




 
	 	
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        “Agreement”
means this Agreement, as amended,  restated,  supplemented, or otherwise modified from
time to time. 



        “business
 day”  means  any day,  except a  Saturday,  Sunday  or legal holidays  on  which  the
 banking  institutions  in the  city  of New  York  are authorized or obligated by law or
executive order to close. 



        “Commission”
means the Securities and Exchange Commission, or any other federal agency then
administering the Securities Act or the Exchange Act. 



        “Common
Stock” means the common stock,  par value $0.0001 per share, of the Company. 



        “Company”
 is  defined  in the  preamble  to this  Agreement  and shall include the  Company’s
 successors  by merger,  acquisition,  reorganization  or otherwise. 



        “Demand
Registration” is defined in Section 2.1.1. 



        “Demanding
Holder” is defined in Section 2.1.1. 



        “Exchange
Act” means the  Securities  Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated  thereunder,  all as the same shall be in
effect at the time. 



        “Form
S-3” is defined in Section 2.3. 



        “Founders’
 Common  Stock” means the  5,750,000 of Common Stock held by the Investors prior to the
IPO. 



        “Indemnified
Party” is defined in Section 4.3. 



        “Indemnifying
Party” is defined in Section 4.3. 



        “Investor”
is defined in the preamble to this Agreement. 



        “Investor
Indemnified Party” is defined in Section 4.1. 



        “Maximum
Number of Shares” is defined in Section 2.1.4. 



        “Notices”
is defined in Section 7.3. 



        “Permitted
 Transferee”  means (a) immediate family members of a holder and  trusts  established  by
a  holder  for  estate  planning  purposes  or  (b) affiliates of a holder. 



        “Person”
shall be construed as broadly as possible and shall include an individual, corporation,
association, partnership (including a limited liability partnership  or a limited
 liability  limited  partnership),  limited  liability company,  estate,  trust,  joint
 venture,   unincorporated  organization  or  a government or any department, agency or
political subdivision thereof. 




 
	 	
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        “Piggy-Back
Registration” is defined in Section 2.2.1. 



        “Register,”
  “Registered”  and  “Registration”   mean  a  registration effected by preparing and
filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective. 



        “Registrable
 Securities”  mean (i) all of the  shares of Common  Stock beneficially  owned  or held
 by  Investors  prior  to the  consummation  of the Company’s  initial  public  offering;
 (ii) all of the shares to be purchased by certain  Investors  pursuant  to the  10b5-1
 Agreements  and  (iii)  all of the Sponsors’  Warrants  (and  underlying  shares  of
 Common  Stock).   Registrable Securities include any warrants,  shares of capital stock
or other securities of the Company  issued as a dividend or other  distribution  with
 respect to or in exchange  for or in  replacement  of such  shares  of  Common  Stock.
 As to any particular Registrable Securities, such securities shall cease to be
Registrable Securities  when: (a) a Registration  Statement with respect to the sale of
such securities  shall  have  become  effective  under  the  Securities  Act and such
securities  shall have been  sold,  transferred,  disposed  of or  exchanged  in
accordance with such Registration Statement; (b) such securities shall have been
otherwise  transferred  pursuant  to Rule 144 under the  Securities  Act (or any similar
rule or regulation then in force), new certificates for them not bearing a legend
 restricting  further transfer shall have been delivered by the Company and subsequent
public distribution of them shall not require  registration under the Securities Act; or
(c) such securities  shall have ceased to be outstanding. For purposes of this
 Agreement,  the Investors’  Common Stock and the shares of Common Stock  issuable upon
exercise of the Sponsors’  Warrants  shall  together constitute  one “class” of
 Registrable  Securities  and the Sponsors’  Warrants shall  constitute  another  class
of  Registrable  Securities,  provided that no Registrable  Securities  shall be part of
the  relevant  class until the Release Date for such  Registrable  Securities.  A
“percentage” (or a “majority”) of the Registrable Securities or any class thereof (or,
where applicable,  of any other securities)  shall be  determined  based on the total
number of such  securities outstanding at the relevant time. 



        “Registration
 Statement”  means a registration  statement filed by the Company with the Commission in
compliance  with the Securities Act and the rules and regulations  promulgated thereunder
for a public offering and sale of Common Stock including the prospectus,  amendments and
supplements to such registration statement, including post-effective amendments and all
exhibits and all material incorporated  by  reference  in  such  registration   statement
 (other  than  a registration  statement  on Form S-4 or Form S-8,  or their  successors,
 or any registration  statement  covering  only  securities  proposed  to be  issued  in
exchange for securities or assets of another entity). 



        “Release
 Date”  means the date on which  shares  of  Common  Stock are disbursed  from escrow
 pursuant to Section 3 of that certain  Escrow  Agreement dated as of ______________,
2007 by and among the parties hereto and Continental Stock Transfer & Trust Company. 



        “Securities
Act” means the Securities Act of 1933, as amended,  and the rules and regulations of the
Commission promulgated thereunder,  all as the same shall be in effect at the time. 




 
	 	
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        “Sponsors’
 Warrants”  means the warrants to purchase  shares of Common Stock being purchased
privately by certain of the Investors  simultaneously with the  consummation  of the
Company’s  initial public  offering,  pursuant to that certain Amended and Restated
Sponsors’ Warrants  Securities  Purchase Agreement, dated as of  July 6,  2007,
 among the Company and the  Investors  signatory thereto, as listed on Schedule I hereto. 



        “Underwriter”
 means a securities  dealer who purchases any Registrable Securities  as  principal  in
an  Underwritten  Offering and not as part of such dealer’s market-making activities. 



        “Underwritten
Offering” means a registration in which securities of the Company are sold to an
Underwriter or Underwriters  on a firm  commitment  basis for reoffering to the public. 



2.       REGISTRATION RIGHTS. 



        2.1.
    Demand Registration. 



	  	        2.1.1.
  Request  for  Registration.  At any time and from  time to time on or after the date
that is (i) after the          Company  consummates  an  “initial  business  combination”
 (as  defined  in  the  Company’s  Registration          Statement  with  respect to its
initial  public  offering)  with  respect to the  Sponsors’  Warrants  (or
         underlying  shares of Common  Stock);  (ii) the earlier of (x) nine  months
 after the  consummation  of a          business  combination  or (y) the date the shares
are released from escrow,  with respect to the Founders’          Common  Stock and (iii)
nine  months  after the  consummation  of an  initial  business  combination  with
         respect  to all  other  Registrable  Securities  otherwise  acquired,  including
 pursuant  to the  10b5-1          Agreements,  (to the extent not previously  registered
by the Company pursuant to the preceding  subclause          (i) or (ii)), the holders of
a majority-in-interest  of any class of Registrable  Securities,  held by the
         Investors or the  Permitted  Transferees  of the  Investors,  may make a written
 demand for  registration          under  the  Securities  Act of all or part of each
 such  class  of  Registrable  Securities  held by such          holders,  provided  that
the  estimated  market value of  Registrable  Securities  of all classes to be so
         registered  thereunder is at least $500,000 in the aggregate.  Any such
 requested  registration  shall be          referred to as a “Demand  Registration”.  Any
demand for a Demand Registration shall specify the number of          shares of
Registrable  Securities proposed to be sold and the intended method(s) of distribution
 thereof.          Within five (5) business  days  following  receipt of any request for
a Demand  Registration,  the Company          will notify in writing all holders of
 Registrable  Securities of the class or classes to be registered of          the
 demand,  and each  holder of  Registrable  Securities  who wishes to include all or a
portion of such          holder’s  Registrable  Securities  in the  Demand  Registration
 (each  such  holder  including  shares of          Registrable  Securities  in such
 registration,  a  “Demanding  Holder”)  shall so notify  the  Company in
         writing,  provided that such notice shall be received by the Company  within ten
(10) business days of the          Company’s  having sent the  applicable  notice to such
holder or holders.  All such requests shall specify          the class and aggregate
 amount of  Registrable  Securities to be  registered  and the intended  method of
         distribution.  The  Company  may  include  in such  registration  additional
 securities  of the  class or          classes of the Registrable  Securities to be
registered  thereunder,  including  securities to be sold for          the Company’s own
account or the account of Persons who are not holders of  









 
	 	
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Registrable
 Securities.  Upon          any such request,  the Demanding Holders shall be entitled to
have their Registrable  Securities  included          in the Demand  Registration,
 subject to Section  2.1.4 and the provisos set forth in Section  3.1.1.  The
         Company  shall not be obligated to effect more than an  aggregate  of two (2)
Demand  Registrations  under          this Section  2.1.1 in respect of each class of
 Registrable  Securities.  In addition,  the Company shall          not be  required  to
file a  Registration  Statement  for a Demand  Registration  at any time  during  the
         12-month  period  following the effective date of another  Registration
 Statement  filed pursuant to this          Section 2.1. 






	  	        2.1.2.
  Effective  Registration.  A registration  will not count as a Demand  Registration
 until the Registration          Statement filed with the Commission with respect to such
Demand  Registration has been declared  effective          and  remains  effective  for
not less than 180 days (or such  shorter  period as will  terminate  when all
         Registrable  Securities  covered by such  Registration  Statement have been sold
or withdrawn);  provided,          however,  that if,  after such  Registration
 Statement  has been  declared  effective,  the  offering  of          Registrable
 Securities  pursuant  to a  Demand  Registration  is  interfered  with by any  stop
 order or          injunction of the Commission or any other  governmental  agency or
court, the Registration  Statement with          respect  to such  Demand  Registration
 will be deemed  not to have been  declared  effective,  unless and          until,  (i)
such stop order or  injunction  is  removed,  rescinded  or  otherwise  terminated  and
(ii) a          majority-in-interest  of the  Demanding  Holders  thereafter  elect to
continue  the  offering;  provided,          further,  that the  Company  shall  not be
 obligated  to file a  second  Registration  Statement  until a          Registration
Statement that has been filed is counted as a Demand Registration or is terminated. 







	  	        2.1.3.
  Underwritten  Offering.  If a  majority-in-interest  of the Demanding Holders so elect
and such holders so          advise the  Company  as part of their  written  demand for a
Demand  Registration,  the  offering  of such          Registrable  Securities  pursuant
 to such  Demand  Registration  shall be in the form of an  Underwritten
         Offering.  In such  event,  the  right  of any  holder  to  include  its
 Registrable  Securities  in such          registration  shall  be  conditioned  upon
 such  holder’s  participation  in  such  underwriting  and the          inclusion of
such holder’s  Registrable  Securities in the underwriting to the extent provided herein.
The          holders of a majority  of the class of  Registrable  Securities  included
 in such  Underwritten  Offering          shall,  in  consultation  with the  Company,
 have  the  right  to  select  the  managing  Underwriter  or          Underwriters  for
the  offering,  subject  to the right of the  Company  should it so choose to select one
         co-managing  Underwriter  reasonably  acceptable  to such  holders.  All
 Demanding  Holders  proposing to          distribute  their  securities  through such
 underwriting  shall enter into an  underwriting  agreement in          customary   form
 with  the   Underwriter   or   Underwriters   selected  for  such   underwriting   by  a
         majority-in-interest of the holders initiating the Demand Registration and
consistent with Section 3.2.1. 







	  	        2.1.4.
  Reduction of Offering.  If the managing  Underwriter or Underwriters for a Demand
 Registration that is to          be an  Underwritten  Offering  advises the Company and
the  Demanding  Holders in writing  that the dollar          amount or number of shares
of Registrable  Securities  which the Demanding  Holders desire to sell,  taken
         together with all other shares of Common Stock or other  securities  which the
Company desires to sell and          the  








 
	 	
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shares
of Common  Stock,  if any,  as to which  registration  has been  requested  pursuant to
written          contractual  piggy-back  registration rights held by other stockholders
of the Company who desire to sell,          exceeds the maximum  dollar amount or maximum
 number of shares that can be sold in such offering  without          adversely
 affecting the proposed offering price, the timing, the distribution  method, or the
probability          of success of such offering (such maximum dollar amount or maximum
 number of shares,  as applicable,  the          “Maximum  Number of  Shares”),  then the
 Company  shall  include  in such  registration:  (i) first,  the          Registrable
 Securities as to which Demand  Registration has been requested by the Demanding  Holders
(pro          rata among the holders who have requested  participation in the Demand
 Registration  based, for each such          holder,  on the  percentage  derived by
dividing (x) the number of  Registrable  Securities  of such class          which such
holder has  requested to include in such Demand  Registration  by (y) the  aggregate
 number of          Registrable  Securities of such class which all such holders have
requested to include)  (such  proportion          is  referred to herein as “Pro Rata”)
that can be sold  without  exceeding  the Maximum  Number of Shares;          (ii)
 second,  to the extent that the Maximum  Number of Shares has not been reached  under
the  foregoing          clause (i), the shares of Common Stock or other  securities  that
the Company  desires to sell that can be          sold without  exceeding the Maximum
Number of Shares;  (iii) third,  to the extent that the Maximum Number          of Shares
have not been reached under the foregoing  clauses  (i) and (ii),  the shares of Common
Stock or          other  securities  for the account of other Persons that the Company is
obligated to register  pursuant to          written contractual  arrangements with such
Persons,  Pro Rata, and that can be sold without exceeding the          Maximum Number of
Shares;  and (iv) fourth,  to the extent that the Maximum Number of Shares have not been
         reached under the foregoing  clauses (i), (ii), and (iii),  securities that
other security  holders of the          Company desire to sell,  Pro Rata,  that can be
sold without  exceeding the Maximum  Number of Shares.  To          the extent that any
 Registrable  Securities  requested  to be  registered  are  excluded  pursuant to the
         foregoing  provisions,  the holders shall have the right to one additional
Demand  Registration under this          Section 2.1.4. 






	  	        2.1.5.
  Withdrawal.  A holder may withdraw its Registrable  Securities from a Demand
 Registration at any time. If          all holders  withdraw,  or holders  withdraw
 Registrable  Securities  from a Demand  Registration in such          amounts that the
 Registrable  Securities of all classes that remain covered by the relevant  Registration
         Statement  have an estimated  market value of less than  $500,000,  the Company
shall cease all efforts to          secure  registration and such withdrawn  registration
 shall be deemed a Demand  Registration for purposes          of Section 2.1 unless the
withdrawal is based on the  reasonable  determination  of the Demanding  Holders
         that  there has been,  since the date of such  request,  a  material  adverse
 change in the  business  or          prospects of the Company or in general  market
 conditions  and the Demanding  Holders who requested  such          registration  shall
have paid or reimbursed the Company for all of the reasonable  out-of-pocket  fees and
         expenses incurred by the Company in connection with the withdrawn registration. 







	  	        2.1.6.
  Suspension of  Registration.  If the filing,  initial  effectiveness  or continued  use
of a  Registration          Statement  in respect of a Demand  Registration  at any time
would  require the Company to make an Adverse          Disclosure or would  require the
inclusion in such  Registration  Statement of financial  statements  that          are
 unavailable  to the Company for reasons  beyond the Company’s  control,  the Company
may, upon giving          prompt  








 
	 	
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written
 notice of such action to the holders,  delay the filing or initial  effectiveness  of,
or          suspend use of, such  Registration  Statement for the shortest  possible
period of time determined in good          faith by the Company to be  necessary  for
such  purpose.  In the event the Company  exercises  its rights          under the
preceding sentence,  the holders agree to suspend,  immediately upon their receipt of the
notice          referred to above,  their use of the prospectus  relating to the Demand
 Registration  in connection  with          any sale or offer to sell  Registrable
 Securities.  The Company shall  immediately  notify the holders of          the
expiration of any period during which it exercised its rights under this Section 2.1.6. 






	  	        2.1.7.
  Registration  Statement  Form.  Registrations  under  this  Section  2.1  shall  be  on
 such  appropriate          registration  form of the  Commission  (i) as shall be
selected by the Company and as shall be  reasonably          acceptable to the holders of
a  majority-in-interest  of each class of Registrable  Securities  requesting
         participation  in the Demand  Registration  and (ii) as shall permit the
 disposition  of the  Registrable          Securities in accordance  with the intended
 method or methods of disposition  specified in the applicable          holders’
 requests  for  such  registration.  Notwithstanding  the  foregoing,  if,  pursuant  to
a Demand          Registration,  (x) the Company proposes to effect registration by
filing a Registration  Statement on Form          S-3,  (y)  such  registration  is in
 connection  with an  Underwritten  Offering,  and  (z) the  managing
         Underwriter or Underwriters shall advise the Company in writing that, in its or
their opinion,  the use of          another form of registration statement (or the
inclusion,  rather than the incorporation by reference,  of          information in the
prospectus related to a Registration  Statement on Form S-3) is of material  importance
         to the success of such  proposed  offering,  then such  registration  shall be
effected on such other form          (or such information shall be so included in such
prospectus). 







        2.2.
    Piggy-Back Registration.  



	  	        2.2.1.
  Piggy-Back  Rights.  If at any time on or after  the date the  Company  consummates  an
 initial  business          combination  the Company  proposes to file a Registration
 Statement under the Securities Act with respect          to an offering of equity
securities,  or securities or other obligations  exercisable or exchangeable for,
         or convertible  into,  equity  securities,  by the Company for its own account
or for  stockholders of the          Company  for their  account  (or by the Company and
by  stockholders  of the  Company  including,  without          limitation,  pursuant to
Section 2.1),  other than a Registration  Statement (i) filed in connection  with
         an offering of securities to employees or directors of the Company  pursuant to
any employee  stock option          or other  benefit  plan,  (ii)  filed on Form S-4 or
S-8 or any  successor  to such  forms,  (iii)  for an          exchange  offer or
offering of  securities  solely to the  Company’s  existing  stockholders,  (iv) for an
         offering  of  debt  that is  convertible  into  equity  securities  of the
 Company,  (v)  for a  dividend          reinvestment plan, or (vi) solely in connection
with a merger,  consolidation or non-capital  raising bona          fide business
 transaction,  then the Company shall (x) give written notice of such proposed filing to
the          holders of  Registrable  Securities  as soon as  practicable  but in no
event less than ten (10)  business          days before the  anticipated  filing date,
 which notice shall  describe the amount and type of securities          to be included
in such  offering,  the intended  method(s) of  distribution,  and the name of the
proposed          managing  Underwriter  or  Underwriters,  if  any,  of the  offering,
 and  (y) offer  to the  holders  of          Registrable  Securities  in such notice the
 opportunity  to register the sale of such number of shares of          Registrable
 Securities as such  








 
	 	
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holders
may request in writing  within five (5)  business days  following          receipt by
such  holder of such  notice (a  “Piggy-Back  Registration”).  Subject to Section
 2.2.2.,  the          Company  shall  include  in such  Registration  Statement  such
 Registrable  Securities  requested  to be          included  therein  within five (5)
business  days after the receipt by such holder of any such notice,  on          the same
terms and  conditions  as any similar  securities  of the  Company.  If at any time after
 giving          written  notice of its  intention  to  register  any  securities  and
prior to the  effective  date of the          Registration  Statement  filed in
connection with such  registration,  the Company shall determine for any          reason
not to register or to delay  registration  of such  securities,  the Company may, at its
 election,          give written notice of such  determination  to each holder of
Registrable  Securities and, (x) in the case          of a  determination  not to
register,  shall be relieved of its  obligation  to register  any  Registrable
         Securities  in  connection  with  such  registration,  and (y) in the  case of a
 determination  to  delay          registering,  shall be permitted to delay  registering
any  Registrable  Securities for the same period as          the delay in registering
 such other  securities.  If the offering  pursuant to a Piggy-Back  Registration
         is to be an Underwritten  Offering,  then each holder making a request for its
 Registrable  Securities to          be  included  therein  must,  and the  Company
 shall use  commercially  reasonable  efforts  to cause the          managing
 Underwriter  or  Underwriters  of a proposed  Underwritten  Offering  to permit the
 Registrable          Securities  requested to be included in a Piggy-Back  Registration
on the same terms and conditions as any          similar securities of the Company and
other Persons selling  securities in such Underwritten  Offering and          to permit
the sale or other  disposition of such  Registrable  Securities in accordance  with the
intended          method(s) of distribution  thereof.  All holders of Registrable
 Securities  proposing to distribute their          securities  through a Piggy-Back
 Registration  that involves an Underwriter or  Underwriters  shall enter          into
an underwriting  agreement in customary form with the  Underwriter or Underwriters
 selected for such          Piggy-Back Registration. 








	  	        2.2.2.
  Reduction of Offering.  If the managing Underwriter or Underwriters for a Piggy-Back
 Registration that is          to be an Underwritten  Offering  advises the Company and
the holders of Registrable  Securities in writing          that the dollar  amount or
number of shares of Common  Stock  which the  Company  desires  to sell,  taken
         together  with shares of Common Stock,  if any, as to which  registration  has
been  demanded  pursuant to          written  contractual   arrangements  with  Persons
 other  than  the  holders  of  Registrable  Securities          hereunder,  the
 Registrable  Securities as to which  registration  has been requested  under this
Section          2.2, and the shares of Common Stock, if any, as to which  registration
has been requested  pursuant to the          written  contractual  piggy-back
 registration  rights of other  stockholders of the Company,  exceeds the
         Maximum Number of Shares, then the Company shall include in any such
registration: 







	  	        (a)
     If the  registration  is undertaken for the Company’s  account:  (A) first,  the
shares of Common Stock or                   other  securities  that the  Company  desires
 to sell  that can be sold  without  exceeding  the                   Maximum  Number of
Shares;  (B) second,  to the extent that the Maximum  Number of Shares has not
                  been reached under the foregoing clause (A), the shares of Common Stock
or other  securities,  if                   any, comprised of Registrable  Securities,
 pro rata, as to which registration has been requested                   pursuant to this
Section 2.2, that can be sold without  exceeding  the Maximum  Number of Shares;
                  and (C) third,  to the extent  








 
	 	
8	 














	  	
that
the Maximum  Number of shares has not been  reached  under the
                  foregoing  clauses (A) and (B),  the shares of Common Stock or other
 securities  for the account                   of other  Persons  that the  Company is
 obligated  to register  pursuant to written  contractual                   piggy-back
 registration  rights  with  such  Persons,  pro  rata,  and that can be sold  without
                  exceeding the Maximum Number of Shares; and 






	  	        (b)
     If the  registration  is a  “demand”  registration  undertaken  at the  demand of
 Persons  other than the                   holders of  Registrable  Securities,  (A)
first,  the shares of Common Stock or other  securities                   for the account
of the demanding  Persons that can be sold without  exceeding the Maximum  Number
                  of Shares;  (B)  second,  to the extent that the  Maximum  Number of
Shares has not been  reached                   under the foregoing  clause (A), the
shares of Common Stock or other  securities that the Company                   desires to
sell that can be sold without  exceeding the Maximum Number of Shares;  (C) third,  to
                  the extent that the Maximum  Number of Shares has not been reached
 under the  foregoing  clauses                   (A) and (B), the shares of Common Stock
or other  securities,  if any,  comprised of  Registrable                   Securities,
 Pro Rata, as to which  registration has been requested pursuant to this Section 2.2,
                  that can be sold without  exceeding the Maximum Number of Shares;  and
(D) fourth,  to the extent                   that the Maximum  Number of Shares has not
been reached under the foregoing  clauses (A), (B) and                   (C), the shares
of Common  Stock or other  securities  for the account of other  Persons that the
                  Company  is  obligated  to  register  pursuant  to  written
 contractual  arrangements  with such                   Persons, pro rata, that can be
sold without exceeding the Maximum Number of Shares. 







	  	        2.2.3.
  Withdrawal.  Any  holder of  Registrable  Securities  may elect to  withdraw  such
 holder’s  request  for          inclusion of  Registrable  Securities  in any
 Piggy-Back  Registration  by giving  written  notice to the          Company of such
 request  to  withdraw  prior to the  effectiveness  of the  Registration  Statement.
 The          Company  (whether on its own  determination  or as the result of a
withdrawal  by Persons  making a demand          pursuant to written  contractual
 obligations) may withdraw a registration  statement at any time prior to          the
effectiveness of the Registration  Statement.  Notwithstanding any such withdrawal,  the
Company shall          pay all expenses  incurred by the holders of  Registrable
 Securities in connection  with such  Piggy-Back          Registration as provided in
Section 3.3. 







        2.3.
    Registrations on Form S-3. 



	  	        (a)
     Filing.  The holders of Registrable  Securities may at any time and from time to
time,  request in writing                   that the Company  register the resale of any
or all of such  Registrable  Securities  on Form S-3                   or any  similar
 short-form  registration  which  may be  available  at such time  (“Form  S-3”);
                  provided,  however,  that (i) the Company  shall not be obligated to
effect such request  through                   an  Underwritten  Offering  and (ii) the
Company  shall not be obligated to effect such a request                   if the Company
has within the preceding  twelve (12) months  effected a registration on Form S-3.
                  Upon  receipt of such  written  request,  the Company will  promptly
 give written  notice of the                   proposed  registration  to  all  other
 holders  of  Registrable  Securities,  and,  as  soon  as                   practicable
 thereafter,  effect the  registration  of all or such  portion of such  holder’s  or
                  holders’ 








 
	 	
9	 














	  	
Registrable
 Securities  as are  specified in such  request,  together with all or such
                  portion of the Registrable  Securities or other  securities of the
Company,  if any, of any other                   holder or holders  joining in such
 request as are  specified in a written  request  given within                   fifteen
 (15)  business  days after  receipt of such written  notice from the Company;  provided,
                  however,  that the Company  shall not be  obligated to effect any such
 registration  pursuant to                   this Section 2.3:  (i) if Form S-3 is not
available for such offering;  or (ii) if the holders of                   the
 Registrable  Securities,  together  with the holders of any other  securities of the
Company                   entitled to inclusion  in such  registration,  propose to sell
 Registrable  Securities  and such                   other  securities  (if  any) at any
 aggregate  price  to the  public  of less  than  $500,000.
                  Registrations   effected   pursuant  to  this   Section  2.3  shall
 not  be  counted  as  Demand                   Registrations effected pursuant to
Section 2.1. 






	  	        (b)
     Suspension of  Registration.  If the filing,  initial  effectiveness,  or continued
use of Form S-3 at any                   time would  require the Company to make an
Adverse  Disclosure  or would require the inclusion in                   such Form S-3 of
financial  statements  that are  unavailable  to the Company for reasons  beyond
                  the Company’s  control,  the Company may, upon giving  prompt  written
 notice of such actions to                   the holders,  delay the filing or initial
 effectiveness  of, or suspend use of, the Form S-3 for                   the shortest
 period of time  determined  in good faith by the Company to be  necessary  for such
                  purpose.  In the event the  Company  exercises  its  rights  under the
 preceding  sentence,  the                   holders agree to suspend,  immediately upon
their receipt of the notice referred to above,  their                   use of the
prospectus  relating to the  registration on such Form S-3 in connection with any sale
                  or offer to sell  Registrable  Securities  and agree not to disclose to
any other Person the fact                   that the Company has exercised  such rights
or any related facts.  The Company shall  immediately                   notify the
holders upon the  expiration  of any period during which it exercised its rights under
                  this Section 2.3(b). 







3.       REGISTRATION PROCEDURES. 



        3.1.
    Filings;  Information.  Whenever  the Company is required to effect the
         registration of any Registrable  Securities  pursuant to Section 2, the
         Company  shall use its best  efforts to effect the  registration  and
         sale of such  Registrable  Securities in  accordance  with the intended
         method(s)  of  distribution  thereof  as  expeditiously  as  reasonably
         practicable, and in connection with any such request: 



	  	        3.1.1.
  Filing Registration  Statement.  The Company shall, as expeditiously as reasonably
 possible,  prepare and          file with the  Commission a  Registration  Statement  on
any form for which the Company then  qualifies or          which  counsel for the Company
 shall deem  appropriate  and which form shall be available for the sale of          all
 Registrable  Securities to be registered  thereunder  in  accordance  with the intended
 method(s) of          distribution  thereof,  and shall use its best efforts to cause
such Registration  Statement to become and          remain  effective for the period
 required by Section  3.1.3;  provided,  however,  that the Company shall          have
 the  right  to defer  any  Demand  Registration  for up to  thirty  (30)  calendar
 days,  and any          Piggy-Back  Registration  for such period as may be applicable
to deferment of any demand  registration to          which such  Piggy-Back    








 
	 	
10	 















	  	
Registration relates,
 in each case if the Company shall furnish to the holders a          certificate  signed
by the Chairman of the Board or Chief  Executive  Officer of the Company stating that,
         in the good faith  judgment of the Board of Directors of the Company,  it would
be materially  detrimental          to the  Company  and its  stockholders  for such
 Registration  Statement  to be  effected  at such  time;          provided  further,
 however,  that the Company shall not have the right to exercise the right set forth in
         the  immediately  preceding  proviso  more  than  once  in any  365-day  period
 in  respect  of a  Demand          Registration hereunder. 






	  	        3.1.2.
  Copies.  The Company shall,  prior to filing a Registration  Statement or prospectus,
 or any amendment or          supplement  thereto,  furnish  without  charge to the
holders of Registrable  Securities  included in such          registration,  and such
holders’ legal counsel,  copies of such  Registration  Statement as proposed to be
         filed, each amendment and supplement to such  Registration  Statement (in each
case including all exhibits          thereto and documents  incorporated by reference
 therein),  the prospectus  included in such Registration          Statement  (including
 each  preliminary  prospectus),   and  such  other  documents  as  the  holders  of
         Registrable  Securities  included  in such  registration  or  legal  counsel
 for  any  such  holders  may          reasonably  request in order to facilitate the
 disposition of the  Registrable  Securities  owned by such          holders. 







	  	        3.1.3.
  Amendments and  Supplements.  The Company shall use best  efforts to prepare and file
with the Commission          such amendments,  including post-effective  amendments, and
supplements to such Registration Statement and          the  prospectus  used in
 connection  therewith as may be necessary  to keep such  Registration  Statement
         effective and in compliance  with the provisions of the Securities  Act until
all  Registrable  Securities          and other securities  covered by such Registration
 Statement have been disposed of in accordance with the          intended  method(s) of
 distribution  set forth in such  Registration  Statement  (which  period shall not
         exceed  the sum of one  hundred  eighty  (180)  calendar  days  plus  any
 period  during  which  any such          disposition  is  interfered  with by any stop
order or injunction  of the  Commission or any  governmental          agency or court) or
such securities have been withdrawn. 







	  	        3.1.4.
  Notification.  After the filing of a  Registration  Statement,  the  Company  shall as
soon as  reasonably          practical,  notify the holders of Registrable  Securities
included in such Registration  Statement of such          filing and the  managing
 Underwriter  or  Underwriters,  and shall  further  notify such holders and such
         managing  Underwriter or Underwriters and, if requested,  confirm such advice in
writing, in all events as          soon as reasonably  practical  after the  occurrence
of any of the following:  (i) when such  Registration          Statement  becomes
 effective;  (ii) when any  post-effective  amendment  to such  Registration  Statement
         becomes  effective;  (iii) the issuance or  threatened  issuance by the
 Commission of any stop order (and          the  Company  shall use best  efforts to
take all  actions  required  to prevent  the entry of such stop          order  or to
 remove  it if  entered);  and  (iv) any  request  by the  Commission  for any  amendment
 or          supplement  to  such  Registration  Statement  or  any  prospectus  relating
 thereto  or  for  additional          information  or of the  occurrence of an event
 requiring the  preparation of a supplement or amendment to          such  prospectus so
that,  as thereafter  delivered to the  purchasers of the  securities  covered by such
         Registration  Statement,  such prospectus will not contain an untrue  statement
of a material fact or omit          to state any material fact required to be stated
therein or necessary to 








 
	 	
11	 














	  	
make
the  statements  therein not          misleading,  and  promptly  make  available  to the
 holders of  Registrable  Securities  included in such          Registration  Statement
any such supplement or amendment;  except that before filing with the Commission a
         Registration  Statement  or  prospectus  or any  amendment  or  supplement
 thereto,  including  documents          incorporated  by  reference,  except in the case
of  registration  under  Section 2.2;  the Company  shall          furnish to the holders
of  Registrable  Securities  included  in such  Registration  Statement  and to the
         legal counsel for any such holders,  copies of all such  documents  proposed to
be filed  sufficiently  in          advance of filing to provide such holders and legal
counsel with a reasonable  opportunity  to review such          documents and comment
 thereon,  and the Company shall not file any  Registration  Statement or prospectus
         or amendment or supplement thereto,  including documents incorporated by
reference,  to which such holders          or their legal counsel shall reasonably object. 






	  	        3.1.5.
  State  Securities  Laws  Compliance.  The  Company,  on or  prior  to the  date on
 which  the  applicable          Registration  Statement is declared  effective,  shall
use its best efforts to (i) register or qualify the          Registrable  Securities
covered by the Registration  Statement under such securities or “blue sky” laws of
         such  jurisdictions  in the  United  States as the  holders of  Registrable
 Securities  included  in such          Registration  Statement  (in light of their
 intended plan of  distribution)  or  Underwriter,  if any, or          their  respective
 counsel may reasonably  request in writing and (ii) take such action necessary to cause
         such Registrable  Securities  covered by the  Registration  Statement to be
registered with or approved by          such other  Governmental  Authorities  as may be
necessary by virtue of the business and operations of the          Company  and do any
and all other  acts and  things  that may be  necessary  or  advisable  to enable  the
         holders of Registrable  Securities  included in such Registration  Statement to
consummate the disposition          of such Registrable  Securities in such
jurisdictions;  provided,  however,  that the Company shall not be          required  to
 qualify  generally  to do  business  in any  jurisdiction  where it would not  otherwise
 be          required to qualify but for this paragraph or subject itself to taxation in
any such jurisdiction. 







	  	        3.1.6.
  Cooperation.  The  principal  executive  officer  of the  Company,  the
         principal  financial officer of the Company,  the principal  accounting
         officer  of the  Company,  and all other  officers  and  members of the
         management  of the Company  shall  cooperate  fully in any  offering of
         Registrable  Securities  hereunder,  which  cooperation  shall include,
         without limitation,  the preparation of the Registration Statement with
         respect to such offering and all other  offering  materials and related
         documents, and participation in meetings with Underwriters,  attorneys,
         accountants and potential investors. 







	  	        3.1.7.
  Records.  The  Company  shall make  available  for  inspection  by the holders of
 Registrable  Securities          included in such  Registration  Statement,  any
Underwriter  participating in any disposition  pursuant to          such registration
 statement and any attorney,  accountant,  or other professional  retained by any holder
         of Registrable  Securities included in such Registration  Statement or any
Underwriter,  all financial and          other  records,  pertinent  corporate  documents
 and  properties  of the  Company,  and  cause all of the          Company’s  officers,
 directors,  and employees and the independent  public accountants who have certified
         its  financial  statements  to make  themselves  available  to discuss the
 business of the Company and to          supply all  information  reasonably  requested
by any such 








 
	 	
12	 















	  	
seller,
 Underwriter,  attorney,  accountant or          agent in  connection  with such
 Registration  Statement  as shall be necessary to enable them to exercise          their
due diligence responsibility,  and cause the Company’s officers,  directors, and
employees to supply          all information requested by any of them in connection with
such Registration Statement. 






	  	        3.1.8.
  Opinions  and  Comfort  Letters.  The  Company  shall  furnish to each  holder of
 Registrable  Securities          included  in any  Registration  Statement  a signed
 counterpart,  addressed  to such  holder,  of (i) any          opinion  of  counsel  to
the  Company  delivered  to any  Underwriter  dated  the  effective  date  of the
         Registration  Statement or, in the event of an  Underwritten  Offering,  the
date of the closing under the          applicable  underwriting  agreement,  in customary
form, scope, and substance,  at a minimum to the effect          that the  Registration
 Statement has been declared  effective and that no stop order is in effect,  which
         counsel and  opinions  shall be  reasonably  satisfactory  to a majority of the
holders of each such class          and Underwriter or  Underwriters,  if any, and their
 respective  counsel and (ii) any comfort letter from          the Company’s  independent
public accountants  delivered to any Underwriter in customary form and covering
         such  matters  of the  type  customarily  covered  by  comfort  letters  as the
 managing  Underwriter  or          Underwriters  reasonably  request.  In the event no
legal  opinion is  delivered to any  Underwriter,  the          Company shall furnish to
each holder of Registrable  Securities  included in such Registration  Statement,
         at any time that such  holder  elects to use a  prospectus,  an opinion  of
counsel to the  Company to the          effect that the  Registration  Statement
 containing such prospectus has been declared  effective and that          no stop order
is in effect. 







	  	        3.1.9.
  Earnings Statement.  The Company shall comply with all applicable rules          and
 regulations of the  Commission  and the  Securities  Act, and make          available to
its  stockholders,  as soon as reasonably  practicable but          not more than
 fifteen  (15)  months  after the  effective  date of the          Registration
 Statement, an earnings statement which earnings statement          shall satisfy the
provisions of Section 11(a) of the Securities Act and          Rule 158 thereunder. 







	  	        3.1.10.
 Listing.   The  Company  shall  use  its  best  efforts  to  cause  all
         Registrable  Securities  included in any  registration  to be listed on
         such  exchanges or otherwise  designated for trading in the same manner
         as  similar  securities  issued  by the  Company  are  then  listed  or
         designated  or,  if no such  similar  securities  are  then  listed  or
         designated,   in  a   manner   satisfactory   to  the   holders   of  a
         majority-in-interest  of the  Registrable  Securities  included in such
         registration and on each inter-dealer  quotation system on which any of
         the Company’s securities of such class are then quoted. 







	  	        3.1.11.
Withdrawal of Stop Order. The Company shall make every          reasonable  effort to
prevent or obtain at the earliest possible moment          the  withdrawal  of any  stop
 order  with  respect  to the  applicable          Registration  Statement  or  other
 order  suspending  the  use  of any          preliminary or final prospectus. 







	  	        3.1.12.
 CUSIP Number.  The Company shall,  not later than the          effective  date of the
 applicable  Registration  Statement,  provide a          CUSIP number for all
Registrable  Securities and provide the applicable          transfer agent with printed
certificates for the 








 
	 	
13	 














	  	
Registrable
Securities          which  certificates  shall be in a form  eligible  for deposit with
The          Depository Trust Company. 






	  	        3.1.13.
 NASD. The Company shall cooperate with each seller of          Registrable   Securities
 and  each   Underwriter  or  agent,  if  any,          participating  in the
 disposition of such  Registrable  Securities and          their respective  counsel in
connection with any filings required to be          made with the National Association of
Securities Dealers. 







	  	        3.1.14.
Transfer Agent. The Company shall provide and cause to          be  maintained  a
 transfer  agent and  registrar  for all  Registrable          Securities  covered by the
applicable  Registration  Statement from and          after a date not later  than the
 effective  date of such  Registration          Statement. 







	  	        3.1.15.
 Road  Show.  The  Company  shall,  in the  case of an          Underwritten  Offering,
 cause senior executive officers of the Company          to  participate  in  customary
 “road show”  presentations  that may be          reasonably   requested  by  the
 managing   Underwriter   in  any  such          Underwritten Offering and otherwise to
facilitate,  cooperate with, and          participate in each proposed offering
contemplated herein and customary          selling efforts related thereto. 







        3.2.
Underwritten Offerings. 



	  	        3.2.1.
  Underwriting  Agreements.  If requested by the  Underwriters for any  Underwritten
 Offering  requested by          holders  pursuant to Sections  2.1 or 2.3,  the Company
and the holders of  Registrable  Securities  to be          included therein shall enter
into an underwriting  agreement with such Underwriters,  such agreement to be
         reasonably  satisfactory in substance and form to the Company,  the holders of a
 majority-in-interest  of          each  class  of  the  Registrable  Securities  to be
 included  in  such  Underwritten  Offering  and  the          Underwriters,  and to
contain such terms and conditions as are generally  prevailing in agreements of that
         type,  including,  without  limitation,  indemnities no less favorable to the
recipient thereof than those          provided in Section  2.4. The holders of any
 Registrable  Securities  to be included in any  Underwritten          Offering  pursuant
to Section 2.2 shall enter into such an  underwriting  agreement  at the request of the
         Company.  All of the  representations  and warranties  and the other  agreements
by and on the part of the          Company to and for the benefit of the  Underwriters
 included  in any such  underwriting  agreement  shall          also be made to and for
the benefit of such  holders,  and any or all of the  conditions  precedent to the
         obligations of the Underwriters  under such  underwriting  agreement shall be
conditions  precedent to the          obligations of such holders.  No holder shall be
required in any such  underwriting  agreement to make any          representations  or
 warranties  to or  agreements  with  the  Company  or  the  Underwriters  other  than
         representations,  warranties or agreements  regarding such holder, such holder’s
 Registrable  Securities,          such holder’s intended method of distribution and any
other representations required by law. 







	  	        3.2.2.
  Price  and  Underwriting  Discounts.  In the  case  of an  Underwritten
         Offering  requested  by holders  pursuant to Sections  2.1 or 2.3,  the
         price,  underwriting  discount and other financial terms of the related
         underwriting  agreement for each class of Registrable  Securities shall
         be determined by the holders of a majority-in-interest of such class of 








 
	 	
14	 














	  	
Registrable
 Securities.  In  the  case  of any  Underwritten  Offering          pursuant to Section
2.2, such price,  discount and other terms shall be          determined  by the  Company,
 subject  to the right of the  holders  to          withdraw their request to participate
in the  registration  pursuant to          Section  2.3 after  being  advised of such
 price,  discount  and other          terms. 






	  	        3.2.3.
  Participation in Underwritten  Offerings.  No Person may participate in          an
 Underwritten  Offering  unless  such Person (i) agrees to sell such          Person’s
  securities  on  the  basis  provided  in  the   underwriting          arrangements
  approved  by  the  Persons   entitled  to  approve  such          arrangements and (ii)
completes and executes all questionnaires, powers          of attorney,  indemnities,
 underwriting agreements and other documents          required under the terms of such
underwriting arrangements. 







        3.3.
    Obligation to Suspend Distribution. Upon receipt of any notice from the
         Company of the happening of any event of the kind  described in Section
         3.1.4(iii) or 3.1.4(iv),  or, in the case of a resale  registration  on
         Form S-3  pursuant to Section 2.3 hereof,  upon any  suspension  by the
         Company,  pursuant  to a written  insider  trading  compliance  program
         adopted by the  Company’s  board of  directors,  of the  ability of all
         “insiders”  covered  by  such  program  to  transact  in the  Company’s
         securities because of the existence of material non-public information,
         such holder of  Registrable  Securities  included  in any  registration
         shall   immediately   discontinue   disposition  of  such   Registrable
         Securities  pursuant  to  the  Registration   Statement  covering  such
         Registrable  Securities  in the case of  Section  3.1.4(iv)  until such
         holder receives the supplemented or amended prospectus  contemplated by
         Section  3.1.4(iv) or the  restriction  on the ability of “insiders” to
         transact in the Company’s  securities is removed, as applicable,  or in
         any case until the holder is advised in writing by the Company that the
         use of the  prospectus  may be  resumed,  and  receives  copies  of any
         additional or supplemental  filings that are  incorporated by reference
         in the prospectus and, if so directed by the Company,  each such holder
         will  deliver to the Company  (at the  Company’s  expense)  all copies,
         other than permanent file copies then in such holder’s  possession,  of
         the most recent prospectus covering such Registrable  Securities at the
         time of receipt of such  notice.  In the event that the  Company  shall
         give any such  notice in respect of a Demand  Registration,  the period
         during which the  applicable  Registration  Statement is required to be
         maintained effective shall be extended by the number of days during the
         period from and  including the date of the giving of such notice to and
         including the date when each seller of Registrable  Securities  covered
         by such  Registration  Statement  either  receives  the  copies  of the
         supplemented or amended prospectus contemplated by Section 3.1.4(iv) or
         is advised in writing by the Company that the use of the prospectus may
         be resumed. 



        3.4.
    Registration  Expenses.  The Company  shall bear all costs and expenses
         incurred in connection with any Demand Registration pursuant to Section
         2.1,  any  Piggy-Back  Registration  pursuant to Section  2.2,  and any
         registration  on Form S-3  effected  pursuant to Section  2.3,  and all
         expenses incurred in performing or complying with its other obligations
         under  this  Agreement,   including,   without   limitation:   (i)  all
         registration and filing fees and any other fees and expenses associated
         with filings  required to be made with the SEC;  (ii) fees and expenses
         of compliance  with  securities or “blue sky” laws  (including fees and
         disbursements of counsel in connection with blue sky  qualifications of
         the Registrable Securities); (iii) printing expenses, duplicating, word
         processing,  messenger,  telephone,  facsimile  and  delivery  expenses
         (including  expenses  of  printing  certificates  for  the  Registrable
         Securities  in a form  eligible for deposit with The  Depository  Trust
         Company  and of printing  prospectuses);  (iv) the  Company’s  internal 




 
	 	
15	 














expenses (including,  without
limitation,  all salaries and expenses of          its officers  and  employees);  (v)
the fees and  expenses  incurred in          connection with the listing of the
 Registrable  Securities as required          by Section  3.1.11;  (vi) National
 Association  of Securities  Dealers          fees; (vii) fees and  disbursements of
counsel for the Company and fees          and expenses for independent  certified public
accountants  retained by          the  Company  (including  the  expenses  or costs
 associated  with the          delivery  of any  opinions  or comfort  letters  requested
 pursuant to          Section  3.1.9);  (viii)  the  fees  and  disbursements  not to
 exceed         $150,000  of any special experts retained by the Company in connection
         with such  registration;  (ix) the reasonable  fees and expenses of one
         legal counsel selected by the holders of a majority-in-interest  of the
         Registrable   Securities   included  in  such  registration;   and  (x)
         Securities  Act  liability  insurance  if the Company so  desires.  The
         Company  shall have no obligation to pay any other costs or expenses in
         the  course  of  the  transactions   contemplated   hereby,   including
         underwriting  discounts  or  selling  commissions  attributable  to the
         Registrable  Securities  being  sold  by  the  holders  thereof,  which
         underwriting  discounts or selling  commissions  shall be borne by such
         holders.   Additionally,  in  an  Underwritten  Offering,  all  selling
         stockholders and the Company shall bear the expenses of the Underwriter
         pro rata in  proportion  to the  respective  amount of  shares  each is
         selling in such offering. 



        3.5.
    Information.  The holders of Registrable  Securities shall provide such
         information  as may  reasonably  be requested  by the  Company,  or the
         managing Underwriter, if any, in connection with the preparation of any
         Registration  Statement,  including amendments and supplements thereto,
         in order to effect the registration of any Registrable Securities under
         the  Securities  Act pursuant to Section 2 and in  connection  with the
         Company’s  obligation  to comply  with  federal  and  applicable  state
         securities laws. The Company shall have the right to exclude any holder
         that does not comply with the preceding  sentence  from the  applicable
         registration. 



4.       INDEMNIFICATION AND
CONTRIBUTION. 



        4.1.
    Indemnification  by the Company.  The Company  agrees to indemnify  and          hold
 harmless to the extent  permitted  by law each  Investor and each          other holder
of Registrable  Securities,  and each of their  respective          officers,
  employees,   affiliates,   directors,   partners,  members,          attorneys,  and
 agents,  and each  person,  if any,  who  controls  an          Investor and each other
holder of  Registrable  Securities  (within the          meaning  of  Section  15 of the
 Securities  Act or  Section  20 of the          Exchange Act) (each, an “Investor
Indemnified Party”), from and against          any expenses  (including  reasonable costs
of  investigation  and legal          expenses),  losses,  claims,  damages,  or
 liabilities  (or actions or          proceedings in respect thereof,  whether or not
such indemnified  party          is a party thereto),  whether joint or several, arising
out of or based          upon any untrue statement (or allegedly untrue statement) of a
material          fact contained in any  Registration  Statement  under which the sale of
         such  Registrable  Securities was registered  under the Securities Act,
         any preliminary  prospectus,  final prospectus,  or summary  prospectus
         contained in the Registration Statement, or any amendment or supplement
         to such  Registration  Statement,  or arising  out of or based upon any
         omission (or alleged  omission) to state a material fact required to be
         stated  therein  or  necessary  to  make  the  statements  therein  not
         misleading;  provided,  however, that the Company will not be liable in
         any such case to the extent that any such expense, loss, claim, damage,
         or  liability  arises out of or is based upon any untrue  statement  or
         allegedly untrue statement or omission or alleged omission made in such
         Registration Statement,  preliminary prospectus,  final prospectus,  or
         summary  prospectus,  or any such amendment or supplement,  in reliance
         upon and in conformity with  information  furnished to the Company,  in 




 
	 	
16	 















writing, by such selling holder
expressly for use therein.  The Company          also shall  indemnify any  Underwriter
of the  Registrable  Securities,          their officers, affiliates, directors,
partners, members, and agents on          substantially  the same basis as that of the
 indemnification  provided          above in this Section 4.1. 



        4.2.
    Indemnification  by Holders of  Registrable  Securities.  Each  selling
         holder of Registrable  Securities will severally and not jointly,  in
         the event that any  registration is being effected under the Securities
         Act pursuant to this Agreement of any  Registrable  Securities  held by
         such selling holder,  indemnify and hold harmless to the fullest extent
         permitted  by  law  the  Company,  each  of  its  directors,  officers,
         employees,  and agents and each Person who controls the Company  within
         the  meaning  of  the  Securities  Act,  against  any  losses,  claims,
         judgments,  damages,  liabilities,  or expenses  (including  reasonable
         costs of  investigation  and legal expenses)  whether joint or several,
         insofar as such losses, claims, damages,  liabilities,  or expenses (or
         actions  or  proceedings  in  respect  thereof,  whether  or  not  such
         indemnified  party is a party  thereto)  arise out of or are based upon
         any untrue  statement or allegedly  untrue statement of a material fact
         contained in any  Registration  Statement  under which the sale of such
         Registrable  Securities  was registered  under the Securities  Act, any
         preliminary  prospectus,   final  prospectus,   or  summary  prospectus
         contained in the Registration Statement, or any amendment or supplement
         to the  Registration  Statement,  or arise out of or are based upon any
         omission or the alleged  omission to state a material  fact required to
         be stated  therein  or  necessary  to make the  statement  therein  not
         misleading,  to the extent and only to the extent that the statement or
         omission was made in reliance upon and in conformity  with  information
         furnished  in writing to the Company by such selling  holder  expressly
         for use therein,  and shall  reimburse  the Company,  its directors and
         officers,  and each other selling holder or controlling  person for any
         legal  or  other  expenses  reasonably  incurred  by  any  of  them  in
         connection  with  investigation  or  defending  any such  loss,  claim,
         damage,  liability  or action.  Each selling  holder’s  indemnification
         obligations  hereunder  shall be  several  and not  joint  and shall be
         limited to the amount of any net  proceeds  actually  received  by such
         selling  holder.  Such indemnity  shall remain in full force and effect
         regardless of any investigation  made by or on behalf of the Company or
         any indemnified party. 



        4.3.
    Conduct of Indemnification  Proceedings.  Promptly after receipt by any
         person of any notice of any loss,  claim,  damage,  or liability or any
         action in respect of which  indemnity may be sought pursuant to Section
         4.1 or 4.2, such person (the “Indemnified  Party”) shall, if a claim in
         respect   thereof  is  to  be  made   against  any  other   person  for
         indemnification hereunder,  notify such other person (the “Indemnifying
         Party”) in writing of the loss, claim, judgment,  damage, liability, or
         action; provided, however, that the failure by the Indemnified Party to
         notify the Indemnifying  Party shall not relieve the Indemnifying Party
         from  any  liability  which  the  Indemnifying  Party  may have to such
         Indemnified  Party  hereunder,  except  and  solely to the  extent  the
         Indemnifying  Party is  actually  prejudiced  by such  failure.  If the
         Indemnified Party is seeking  indemnification with respect to any claim
         or action brought against the Indemnified  Party, then the Indemnifying
         Party shall be entitled to participate in such claim or action, and, to
         the extent that it wishes, jointly with all other Indemnifying Parties,
         to assume control of the defense  thereof with counsel  satisfactory to
         the Indemnified  Party. After notice from the Indemnifying Party to the
         Indemnified  Party of its election to assume  control of the defense of
         such claim or action, the Indemnifying Party shall not be liable to the
         Indemnified Party for any legal or other expenses subsequently incurred
         by the  Indemnified  Party in connection with the 





 
	 	
17	 

















defense thereof other          than
reasonable costs of investigation;  provided, however, that in any          action in
which both the Indemnified  Party and the Indemnifying  Party          are named as
defendants,  the Indemnified Party shall have the right to          employ separate
counsel (but no more than one such separate counsel) to          represent the
Indemnified Party and its controlling  persons who may be          subject  to  liability
 arising  out of any claim in  respect  of which          indemnity  may  be  sought  by
 the   Indemnified   Party  against  the          Indemnifying  Party,  with the fees and
 expenses of such counsel to be          paid by the  Indemnifying  Party  based  upon
the  written  opinion  of          counsel of such Indemnified  Party,  representation
 of both parties by          the same  counsel  would be  inappropriate  due to actual or
 potential          differing  interests  between them (in which case,  if the
 Indemnified          Party notifies the Indemnifying  Party in writing that such
Indemnified          Party  elects  to  employ  separate  counsel  at  the  expense  of
 the          Indemnifying  Party, the Indemnifying Party shall not have the right to
         assume the defense of such claim on behalf of such Indemnified  Party).
         If  such  defense  is  not  assumed  by  the  Indemnifying  Party,  the
         Indemnifying  Party  will  not be  subject  to any  liability  for  any
         settlement  made  without  its  consent,  but such  consent  may not be
         unreasonably  withheld;  provided,  however, that an Indemnifying Party
         shall not be  required  to  consent  to any  settlement  involving  the
         imposition  of equitable  remedies or involving  the  imposition of any
         material  obligations on such  Indemnifying  Party other than financial
         obligations  for  which  such  Indemnified  Party  will be  indemnified
         hereunder.   If  the  Indemnifying  Party  assumes  the  defense,   the
         Indemnifying  Party shall have the right to settle such action  without
         the  consent of the  Indemnified  Party;  provided,  however,  that the
         Indemnifying  Party shall be required  to obtain  such  consent  (which
         consent shall not be unreasonably  withheld) if the settlement includes
         any admission of wrongdoing on the part of the Indemnified Party or any
         restriction on the Indemnified  Party or its officers or directors.  No
         Indemnifying Party shall consent to entry of any judgment or enter into
         any settlement which does not include as an unconditional  term thereof
         the giving by the claimant or plaintiff to each Indemnified Party of an
         unconditional  release  from all  liability in respect to such claim or
         litigation.  The Indemnifying Party or Parties shall not, in connection
         with  any  proceeding  or  related  proceedings,   be  liable  for  the
         reasonable  fees,  disbursements  and  other  charges  of more than one
         separate firm at any one time for all such Indemnified Party or Parties
         unless (x) the employment of more than one counsel has been  authorized
         in writing by the  Indemnifying  Party or  parties,  (y) a conflict  or
         potential  conflict  exists or may exist (based on advice of counsel to
         an  Indemnified  Party)  between such  Indemnified  Party and the other
         Indemnified  Parties or (z) based on advice of counsel,  an Indemnified
         Party  has  reasonably  concluded  that  there  may be  legal  defenses
         available  to it that  are  different  from  or in  addition  to  those
         available to the other Indemnified  Parties, in each of which cases the
         Indemnifying  Party shall be obligated to pay the  reasonable  fees and
         expenses of such additional counsel or counsels. 



        4.4.
    Contribution. 



	  	        4.4.1.
  If the  indemnification  provided for in the  foregoing  Sections 4.1, 4.2 and 4.3 is
 unavailable  to any          Indemnified  Party or insufficient to hold it harmless in
respect of any loss, claim,  damage,  liability,          or  action  referred  to
 herein,  then  each  such  Indemnifying  Party,  in  lieu of  indemnifying  such
         Indemnified  Party,  shall contribute to the amount paid or payable by such
Indemnified  Party as a result          of such loss,  claim,  damage,  liability or
action in such  proportion as is  appropriate  to reflect the          relative fault of
the Indemnified  Parties and the Indemnifying  Parties in connection with the actions or
         omissions  which  resulted  in such  loss,  claim,  damage,  liability,  or
 action,  as well as any 








 
	 	
18	 















	  	
other
         relevant  equitable  considerations.  The relative  fault of any  Indemnified
 Party and any  Indemnifying          Party shall be  determined  by reference  to,
 among other  things,  whether the untrue or alleged  untrue          statement  of a
material  fact or the  omission or alleged  omission to state a material  fact  relates
to          information  supplied by such  Indemnified  Party or such  Indemnifying
 Party and the  parties’  relative          intent,  knowledge,  access to  information
 and  opportunity  to  correct or prevent  such  statement  or          omission. 






	  	        4.4.2.
  The  parties  hereto  agree  that it would not be just and  equitable  if  contribution
 pursuant  to this          Section 4.4 were  determined by pro rata  allocation  or by
any other method of allocation  which does not          take account of the equitable
 considerations  referred to in the immediately preceding Section 4.4.1. The
         amount  paid or payable by an  Indemnified  Party as a result of any loss,
 claim,  damage,  liability  or          action  referred to in the  immediately
 preceding  paragraph  shall be deemed to include,  subject to the          limitations
 set  forth  above,  any  legal  or  other  expenses  incurred  by such  Indemnified
 Party in          connection with  investigating  or defending any such action or claim.
 Notwithstanding  the provisions of          this  Section  4.4, no holder of
 Registrable  Securities  shall be required to  contribute  any amount in          excess
of the dollar  amount of the net  proceeds  (after  payment of any  underwriting  fees,
 discounts,          commissions  or taxes)  actually  received by such holder from the
sale of  Registrable  Securities  which          gave rise to such contribution
obligation.  No person guilty of fraudulent  misrepresentation  (within the
         meaning of Section  11(f) of the  Securities  Act) shall be entitled to
 contribution  from any person who          was not guilty of such fraudulent
 misrepresentation.  If  indemnification is available under this Section          4, the
 indemnifying  parties  shall  indemnify  each  indemnified  party to the full  extent
 provided in          Sections  4.1 and 4.2  hereof  without  regard  to the  relative
 fault of said  Indemnifying  Parties  or          Indemnified Party. 







5.       UNDERWRITING AND
DISTRIBUTION. 



        5.1.
    Rule 144. The Company covenants that it shall file any reports required          to
be filed by it under the  Securities  Act and the  Exchange  Act and          shall take
such further action as the holders of Registrable Securities          may reasonably
request, all to the extent required from time to time to          enable such holders to
sell Registrable Securities without registration          under the  Securities  Act
 within  the  limitation  of the  exemptions          provided  by Rule 144 under the
 Securities  Act,  as such Rules may be          amended from time to time, or any
similar Rule or regulation  hereafter          adopted by the Commission. 



6.       NO INCONSISTENT AGREEMENTS;
ADDITIONAL RIGHTS. 



        6.1.
    The Company will not enter into,  and is not  currently a party to, any
         agreement that is  inconsistent  with the rights granted to the holders
         of Registrable Securities by this Agreement. 



7.       MISCELLANEOUS. 



        7.1.
    Term.  This  Agreement  shall  terminate  upon earlier of (a) the tenth
         anniversary  of the date of this  Agreement or (b) the date as of which
         (i) all of the  Registrable  Securities  have been sold  pursuant  to a
         Registration  Statement (but in no event prior to the applicable period 




 
	 	
19	 















referred  to in  Section  4(3)  of
the  Securities  Act  and  Rule  174          thereunder) or (ii) the holders are
permitted to sell their Registrable          Securities  under Rule 144(k) under the
 Securities Act (or any similar          provision then in force  permitting  the sale of
restricted  securities          without  limitation on the amount of  securities  sold or
the manner of          sale).  The  provisions  of Section 4 and  Section 5 shall
 survive any          termination. 



        7.2.
    Assignment;  No Third Party  Beneficiaries.  The registration rights of          any
 holder  under  this  Agreement  with  respect  to any  Registrable          Securities
may be transferred and assigned,  provided, however, that no          such  transfer or
 assignment  shall be binding  upon or  obligate  the          Company to any such
 assignee  unless and until the Company  shall have          received  written  notice
 of such  transfer  or  assignment  as herein          provided  and a written  agreement
 of the  assignee to be bound by the          provisions of this  Agreement.  Any
transfer or  assignment  made other          than as  provided in the first  sentence  of
this  Section 7.2 shall be          null and  void.  This  Agreement  and the  provisions
 hereof  shall be          binding  upon and shall inure to the benefit of each of the
parties and          the  permitted  assigns  of  the  Investor  or  holder  of
 Registrable          Securities or of any assignee of the Investor or holder of
 Registrable          Securities.  This  Agreement  is not  intended  to confer any
rights or          benefits  on any  persons  that  are not  party  hereto  other  than
as          expressly set forth in Article 4 and this Section 7.2. 



        7.3.
    Notices. All notices, demands, requests,  consents,  approvals or other
         communications  (collectively,  “Notices”)  required or permitted to be
         given hereunder or which are given with respect to this Agreement shall
         be in  writing  and shall be either  personally  served,  delivered  by
         reputable  air  courier  service  with  charges  prepaid   guaranteeing
         overnight delivery, or transmitted by hand delivery,  telegram,  telex,
         facsimile,  or by mailing in the same sealed  envelope,  or  registered
         first-class mail, postage prepaid,  return receipt requested  addressed
         as set forth below,  or to such other  address as such party shall have
         specified most recently by written notice. Notice shall be deemed given
         (i) on the date of delivery if personally served,  (ii) when receipt is
         acknowledged in writing by addressee, if transmitted by telegram, telex
         or facsimile,  provided, that if such service or transmission is not on
         a business  day or is after  normal  business  hours,  then such notice
         shall be deemed  given on the next  business  day,  and (iii)  five (5)
         business days after having been deposited in the mail, postage prepaid,
         if mailed by first-class mail. Notice otherwise sent as provided herein
         shall be  deemed  given  on the  next  business  day  following  timely
         delivery  of such notice to a reputable  air  courier  service  with an
         order for next-day delivery, provided, however, that notice of a change
         in address shall be effective only upon receipt. 



	  	
If
to the Company:                 

      

             Mark Klein 

                             Alternative Asset Management Acquisition
Corp.                  

            590 Madison Avenue, 35th Floor  

                            New York, NY
10022 






	  	
with
a copy to:      

                  Bruce Mendelsohn   

                           Akin Gump Strauss Hauer
& Feld LLP
      







 
	 	
20	 















	  	

                 590 Madison Avenue 

           New York, NY 10022




	  	        If
to an Investor,  to the  addressee and address set forth on the signature page hereto. 







        7.4.
Severability.  This Agreement shall be deemed severable, and the invalidity or
 unenforceability  of any term or  provision  hereof  shall  not  affect  the validity or
 enforceability  of this Agreement or of any other term or provision hereof.
 Furthermore,  in lieu of any  such  invalid  or  unenforceable  term or provision, the
parties hereto intend that there shall be added as a part of this Agreement  a  provision
 as  similar in terms to such  invalid or  unenforceable provision as may be possible
that is valid and enforceable. 



        7.5.
Counterparts. This Agreement may be executed in multiple counterparts, each of which
 shall be deemed an  original,  and all of which taken  together  shall constitute one
and the same instrument. 



        7.6.
Entire  Agreement.  This Agreement  (including all agreements  entered into pursuant
hereto and all certificates and instruments  delivered  pursuant hereto and thereto)
 constitute the entire agreement of the parties with respect to the subject  matter
hereof and supersede all prior and  contemporaneous  agreements, representations,
  understandings,  negotiations  and  discussions  between  the parties, whether oral or
written. 



        7.7.
Modifications and Amendments. No amendment,  modification or termination of this
 Agreement  shall be binding upon any party  unless  executed in writing by such  party
 and  signed  by the  Company  and  the  holders  of a  majority  of Registrable
 Securities  of each  class  then  outstanding.  Each  holder of any Registrable
 Securities at the time or thereafter  outstanding shall be bound by any amendment,
 modification,  waiver or consent  authorized by this Section 7.7 whether or not such
Registrable Securities shall have been marked accordingly. 



        7.8.
Titles and Headings.  Titles and headings of sections of this Agreement are for
convenience  only and shall not affect the  construction of any provision of this
Agreement. 



        7.9.
 Waivers and  Extensions.  Any party to this Agreement may waive any right, breach or
default  which such party has the right to waive,  provided  that such waiver will not be
effective  against the waiving party unless it is in writing, is signed by such party,
and specifically refers to this Agreement.  Waivers may be made in advance or after the
right waived has arisen or the breach or default waived has occurred.  Any waiver may be
conditional.  No waiver of any breach of any  agreement or  provision  herein  contained
 shall be deemed a waiver of any preceding or succeeding  breach thereof nor of any other
 agreement or provision herein  contained.  No  waiver  or  extension  of time  for
 performance  of any obligations  or acts  shall  be  deemed a waiver  or  extension  of
the time for performance  of any other  obligations  or acts.  Except as otherwise
 expressly provided herein,  no failure on the part of any party to exercise,  and no
delay in exercising,  any right, power or remedy hereunder,  or otherwise available in
respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any
 single or partial  exercise  of such  right,  power or remedy by such party preclude
 any other or further  exercise  thereof or the  exercise  of any other right, power, or
remedy. 




 
	 	
21	 














        7.10.
Governing Law. 



	  	        (a)
This Agreement shall be governed by,  interpreted                   under,  and construed
in accordance  with the internal laws of                   the State of New York
 applicable to agreements made and to be                   performed within the State of
New York,  without giving effect                   to any choice-of-law  provisions
thereof that would compel the                   application of the substantive laws of
any other jurisdiction. 







	  	        (b)
     To the fullest  extent  permitted by applicable  law, each party hereto (i) agrees
that any claim,  action                   or  proceeding  by such party  seeking any
relief  whatsoever  arising  out of, or in  connection                   with,  this
 Agreement  or the  transactions  contemplated  hereby  shall be brought  only in the
                  United  States  District  Court for the  Southern  District of New York
and in any New York State                   court  located in the Borough of  Manhattan
 and not in any other  State or Federal  court in the                   United  States
 of  America  or any  court in any  other  country,  (ii)  agrees to submit to the
                  exclusive  jurisdiction  of such  courts  located  in the State of New
York for  purposes  of all                   legal  proceedings  arising out of, or in
connection  with,  this  Agreement or the  transactions                   contemplated
 hereby,  and (iii)  irrevocably  waives any objection which it may now or hereafter
                  have to the  laying of the  venue of any such  proceeding  brought  in
such a court and any claim                   that any such proceeding brought in such a
court has been brought in an inconvenient forum. 








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INTENTIONALLY LEFT BLANK] 




 
	 	
22	 














        IN
WITNESS WHEREOF,  the parties have caused this  Registration  Rights Agreement to be
executed and delivered by their duly authorized  representatives as of the date first
written above. 

	  	
      

      ALTERNATIVE ASSET MANAGEMENT ACQUISITION CORP.

      By:_______________________________
                                                              

        Name:
                                                     

        Title:
                                                     

        Address for Notice:

        

    




	  	
      

      INVESTORS:

                                                     

      HANOVER OVERSEAS LIMITED

      By:_______________________________
                                                              

        Name:
        Lisabeth Style

                                                     Title:   Director

                                                     Address for Notice:

        

    




	  	
      

      STC INVESTMENT HOLDINGS

      By:_______________________________
                                                              

         Name:  William J. Sheoris
                                                     

        Title:   Chief Financial Officer
                                                     

        Address for Notice:        152 W. 57th Street

                                           

                                                                                New York, New York 10019
        

    





	  	
      

      SOLAR CAPITAL, LLC

      By:_______________________________
                                                              

        Name:    Michael Gross

                                                     Title:   Chief Executive Officer
                                                     

        Address for Notice:
        

    




	  	
      

      JAKAL INVESTMENTS, LLC

      By:_______________________________
                                                              

         Name: Paul Lapping
                                                     

        Title:   Manager
                                                     

        Address for Notice:
        

    




	 	
23	 













	  	
      
      __________________________________

        David Hawkins
                                                              

        Address for Notice:


                                                              

      __________________________________

        Steven A. Shenfeld
                                                              

        Address for Notice:



                                                              

      __________________________________

        Bradford Peck
                                                              

        Address for Notice:


                                                              

      __________________________________

        Frederick Kraegel
                                                              

        Address for Notice:


                                                              

      __________________________________

        Mark Klein
                                                              

        Address for Notice:


      




	 	
24	 














SCHEDULE I 



        FOUNDERS
COMMON SHARES: 




	
      

    
	Investor			Founders’ Common Stock

	
      

    
	Hanover Overseas Limited	 	 	1,617,188
	
      

    
	STC Investment Holdings LLC	 	 	2,156,250
	
      

    
	Solar Capital, LLC	 	 	718,750
	
      

    
	Jakal Investments, LLC	 	 	546,250
	
      

    
	David Hawkins	 	 	28,750
	
      

    
	Steven A. Shenfeld	 	 	86,250
	
      

    
	Bradford Peck	 	 	28,750
	
      

    
	Frederick Kraegel	 	 	28,750
	
      

    
	Mark Klein	 	 	539,062
	
      

    
	Total	 	 	5,750,000
	
      

    






        SPONSORS’
WARRANTS: 




	
      

    
	Sponsor			Sponsors’ Warrants
	
      

    
	Hanover Overseas Limited	 	 	1,067,250
	
      

    
	STC Investment Holdings LLC	 	 	1,423,000
	
      

    
	Solar Capital, LLC	 	 	712,000
	
      

    
	Jakal Investments, LLC	 	 	712,000
	
      

    
	Steven A. Shenfeld	 	 	355,000
	
      

    
	Mark D. Klein	 	 	355,750
	
      

    
	Total	 	 	4,625,000
	
      

    








 
	 	
25