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                                                                 EXHIBIT 10.31


                      REGISTRATION AND STANDSTILL AGREEMENT

                  THIS REGISTRATION AND STANDSTILL AGREEMENT (the "Agreement")
         is made this 20th day of June, 2003, by and between Alonim Investments
         Inc., a Canadian corporation and its Affiliates which are signatories
         hereto, namely: Future Electronics Inc., a New Brunswick (Canada)
         corporation; and S & F Financial Holdings Inc., a Canadian corporation
         (of the First Part), and Sipex Corporation, a Massachusetts
         corporation (the "Company") (of the Second Part).

                  WHEREAS, contemporaneously with the execution of this
         Agreement, pursuant to that certain Securities Purchase Agreement, by
         and between the Company and Alonim (the "Securities Purchase
         Agreement"), Alonim has purchased from the Company, and the Company has
         issued and sold to Alonim, a 1.5% Convertible Secured Note of the
         Company due June 30, 2007, in the amount of U.S. $10,560,000 (the
         "Note"), which may be convertible into shares of common stock, $0.01
         par value per share (the "Common Stock"), of the Company on the terms
         set forth in the Note; and

                  NOW THEREFORE, for and in consideration of the promises and of
         the mutual covenants, agreements, representations and warranties set
         forth herein and in the Securities Purchase Agreement, the Voting
         Agreement and the Note, the parties hereto, intending to be legally
         bound hereby, agree as follows:


                  1.       Definitions. The following terms, as used in this
`        Agreement, shall have the respective meanings given to such terms as
         set forth below:

                           (a) "Affiliate" shall mean any Person that controls,
         is controlled by, or is under common control with, Future Electronics
         Inc.


                           (b) "Beneficial Owner". A Person shall be deemed
         to be a "Beneficial Owner" of, or to "Beneficially Own," shares of
         Company Voting Stock in accordance with the meaning given to such term
         in Rule 13d-3 promulgated under the Exchange Act as in effect on the
         date of this Agreement.

                           (c) A "Change of Control" shall be deemed to have
         occurred if any of the following occurs after the date hereof:

                                    (i) the consolidation, merger or other
         business combination (including, without limitation, a reorganization
         or recapitalization) of the Company with or into another Person, other
         than: (A) a consolidation, merger or other business combination
         (including, without limitation, reorganization or recapitalization) in
         which holders of the Company's Voting Power immediately prior to the
         transaction continue after the transaction to hold, directly or
         indirectly, the Voting Power of the surviving entity or entities
         necessary to elect a majority of the members of the board of directors
         (or their equivalent if other than a corporation) of such entity or
         entities; or (B) pursuant to a migratory merger effected solely for the
         purpose of changing the jurisdiction of incorporation of the Company;


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                                    (ii) the sale or transfer of all or
         substantially all of the Company's assets; or

                                    (iii) the consummation of a purchase, tender
         or exchange offer made to and accepted by the holders of more than 50%
         of the outstanding shares of Common Stock (other than a purchase or
         tender or exchange offer made by the Company or any of its subsidiaries
         that does not result in the transaction constituting a "Rule 13e-3
         transaction" for purposes of Rule 13e-3 under the Exchange Act).


                           (d) The "Conversion Shares" means the shares of
         Common Stock issuable upon conversion of the Note as provided under the
         Securities Purchase Agreement.

                           (e) "Company Voting Stock" means (i )Common Stock,
         or (ii) any other securities of the Company entitled to vote generally
         for the election of directors.

                           (f) "Derivative Securities" means (i) all shares of
         debt or equity securities that are convertible into or exchangeable for
         shares of Company Voting Stock, and (ii) all options, warrants and
         other rights to acquire shares of Company Voting Stock, whether
         directly or indirectly, and all options, warrants and rights to acquire
         other securities convertible into or exchangeable for shares of Company
         Voting Stock, provided, that any unvested conversion rights provided
         for in the Note shall not be considered to be Derivative Securities
         until such time as they vest under the terms of the Note.

                           (g) "Exchange Act" means the Securities Exchange Act
         of 1934, as amended.

                           (h) "Fully Diluted Basis" means that the calculation
         of the percentage of aggregate Beneficial Ownership of any Person in
         respect of Company Voting Stock shall be on the basis of the following
         equation: (i) the numerator of which shall be all vested Derivative
         Securities (plus, if such Person is Alonim or any of its Affiliates,
         all Conversion Rights (as defined in the Note) or other rights to
         acquire Company Voting Stock that can still potentially vest pursuant
         to the Note or any other security), on a fully converted, exchanged or
         exercised basis, as the case may be, into Company Voting Stock, plus
         the shares of Company Voting Stock then Beneficially Owned by such
         Person; and (ii) the denominator of which shall be the greater of (A)
         all shares of Company Voting Stock outstanding, plus all vested
         Derivative Securities then outstanding, plus all Conversion Rights that
         can still potentially vest pursuant to the Note and (B) 40,000,000 (as
         adjusted for any stock dividends, distributions, consolidations or
         splits with respect to such shares).

                           (i) "Limitation Period" means the time period
         beginning on the date of this Agreement and ending on the
         third anniversary of such date.

                           (j) "Peak Beneficial Ownership" means the largest
         aggregate number of shares of Company Voting Stock and Derivative
         Securities held at any point in time, during the Limitation Period, by
         Alonim and its Affiliates.

                           (k) "Person" means any individual, trust,
         corporation, partnership, limited liability company, or other entity
         and all of its Affiliates.

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

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                           (m) "Securities Act" means the Securities Act of
         1933, as amended.

                           (n) "Voting Agreement" means the voting agreement
         entered into by Alonim and the Company on the same date as this
         Agreement.

                           (o) "Voting Power" means, with respect to any
         Company Voting Stock, the maximum number of votes which such Company
         Voting Stock is or would be entitled to cast generally for the election
         of directors, and in the case of a convertible, exercisable or
         exchangeable Company Voting Stock, considering such security both on an
         unconverted, unexercised or unexchanged basis and also on a converted,
         exercised or exchanged basis, as the case may be.

                  2.       Restriction on Acquisition of Common Stock.

                           (a) During the Limitation Period, and without the
         prior affirmative vote of the Board of Directors of the Company,
         neither Alonim nor any of its Affiliates shall, directly or indirectly
         or collectively:

                                    (i) acquire (by purchase or otherwise),
         offer to acquire, or agree to acquire, directly or indirectly, any
         shares of Company Voting Stock or Derivative Securities if the effect
         of such acquisition would be to cause Alonim and its Affiliates to
         become, in the aggregate, the Beneficial Owner, on a Fully Diluted
         Basis, of more than thirty-five percent (35.0%) of the Company Voting
         Stock (the "Standstill Percentage"); or

                                    (ii) request that the Company or any of its
               representatives, directly or indirectly, to amend or waive any
         provision of this Section 2.

         Notwithstanding the foregoing, Alonim and its Affiliates shall not be
         in breach hereof, nor shall they be obligated to dispose of Company
         Voting Stock or Derivative Securities if the aggregate percentage of
         Company Voting Stock which Alonim and its Affiliates are the Beneficial
         Owner of, on a Fully Diluted Basis, exceeds the Standstill Percentage,
         solely as a result of (1) the Company engaging in a stock repurchase of
         shares of its Company Voting Stock or (2) the lapsing of subscription
         rights pursuant to Derivative Securities not Beneficially Owned by
         Alonim and its Affiliates.

                           (b) In the event of a violation by Alonim or its
         Affiliates of Section 2(a), then the Company, as its sole and exclusive
         remedy under Section 2(a), shall have the right to terminate: (A) the
         Distribution Agreement, dated July 1, 1993, between the Company and
         Future Electronics Inc., as the same may be amended from time to time
         (the "Distribution Agreement"); or (B) the exclusivity provisions
         contained in the amendment to the Distribution Agreement dated October
         1, 2002 (the "Amendment"), either of such termination to be effective
         ninety (90) days after such notice is provided to Future Electronics
         Inc.

                  3A.       Disposition of Common Stock - Limited Period.

                           (a) In the event that Alonim and its Affiliates
         shall, without the prior affirmative vote of the Board of Directors of
         the Company, directly or indirectly, by sale or otherwise, dispose of:


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                                    (i) More than 25% of their aggregate Peak
         Beneficial Ownership of the Company Voting Stock or Derivative
         Securities on or before June 30, 2005; or

                                    (ii) More than 50% of their aggregate
         Peak Beneficial Ownership of the Company Voting Stock or Derivative
         Securities on or before June 30, 2006; or

                                    (iii) More than 75% of their
         aggregate Peak Beneficial Ownership of the Company Voting Stock or
         Derivative Securities on or before June 30, 2007,

         then the Company shall have the right to require Alonim and its
         Affiliates to, and Alonim and its Affiliates shall immediately,
         disgorge to the Company fifty percent (50%) of any profits made by
         Alonim and/or its Affiliates on any disposition of the shares of
         Company Voting Stock or Derivative Securities, in excess of the
         applicable percentage set forth in this subsection, and to terminate
         (in its sole discretion): (A) the Distribution Agreement; or (B) the
         exclusivity provisions contained in the Amendment, either of such
         termination to be effective ninety (90) days after such notice is
         provided to Future Electronics Inc. The foregoing remedies shall be the
         Company's sole and exclusive remedies under this Section 3A in the
         event of such a disposition by Alonim and its Affiliates of the Company
         Voting Stock or Derivative Securities.

                           (b) For purposes of clarification, this Section 3A
         shall include any shares sold by Alonim and its Affiliates under any
         Registration Statement pursuant to the registration rights set forth in
         Section 4(a) of this Agreement.

                           (c) In order to exercise the rights set forth in
         Section 2(b) or Section 3A(a) above, the Company shall notify
         Alonim in writing that the Company is availing itself of the foregoing
         remedies, and the Company shall accompany such notice with all
         available documentation evidencing that the Company is entitled to
         exercise such remedies.

                  3B.      Disposition of Common Stock - Unlimited Period.
         In the event that either Alonim and/or any of its Affiliates shall,
         without the prior written consent of the Company, directly or
         indirectly, dispose, by sale or otherwise, of shares of Company Voting
         Stock or Derivative Securities, and the effect of such disposition
         would be to decrease by more than 50% Alonim and its Affiliates' Peak
         Beneficial Ownership of Company Voting Stock or Derivative Securities,
         then Future Electronics Inc. shall not be entitled to terminate the
         Distribution Agreement with the Company "without cause" pursuant to
         Section 11(b) of the Distribution Agreement, unless Future Electronics
         Inc. gives the Company at least 12 months prior written notice of such
         termination, in which event, the exclusivity provisions contained in
         the Amendment shall immediately terminate upon the giving of such
         notice.

                  4.       Registration Rights for Company Voting Shares.

                           (a) Resale S-3 Registration Procedures and Other
         Matters. The Company shall:


                                    (i) prepare and file with the SEC a
         registration statement on Form S-3 (or such other form as is then
         available for registration of such resale) promulgated under the
         Securities Act (the "Initial Registration Statement") within ninety
         (90) days after the date of this Agreement, subject to receipt of the
         information called for by the questionnaire attached to this Agreement
         as Exhibit A from Future Electronics Inc. after prompt written request
         from the Company to Future Electronics Inc. to provide such
         information. Such Registration Statement

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         shall be prepared and filed to enable the resale by Alonim or its
         Affiliates, from time to time, on the automated quotation system of the
         Nasdaq National Market (or any other exchange or market on which the
         Common Stock is then listed or traded) or in privately negotiated
         transactions, without restriction other than those expressly set forth
         herein, of:


                                           (A) the Conversion Shares (without
         regard to whether any such Conversion Shares have yet vested pursuant
         to the Note); and

                                           (B) the Underlying Shares (as such
         term is defined in the Securities Purchase Agreement dated September
         27, 2002, between the Company and S&F Financial Holdings, Inc., an
         Affiliate of Alonim);

                                    (ii) from time to time, upon demand from
         Alonim, prepare and file with the SEC a registration statement (each
         such registration statement, an "Additional Registration Statement,"
         and "Registration Statement" shall refer to the Initial Registration
         Statement, any Additional Registration Statement or any registration
         statement filed pursuant to Section 4(b) hereof), subject to receipt of
         the information called for by the questionnaire attached to this
         Agreement as Exhibit A from Alonim, after prompt written request from
         the Company to Alonim to provide such information. Such Additional
         Registration Statement(s) shall be prepared to enable the resale by
         Alonim or its Affiliates, from time to time, on the automated quotation
         system of the Nasdaq National Market (or any other exchange or market
         on which the Common Stock is then listed or traded), or in privately
         negotiated transactions, without restriction other than those expressly
         set forth herein, of the other shares of Common Stock now or in the
         future held by Alonim or any of its Affiliates within the Standstill
         Percentage, (the "Affiliate Shares"); provided, that any such demand
         for registration pursuant to this subsection 4(a)(ii) by Alonim shall
         be for a minimum of 2,000,000 shares;

                                    (iii) to cause the Registration Statement
         to become effective with the SEC as expeditiously as possible;

                                    (iv) prepare and file with the SEC such
         amendments and supplements to the Registration Statement and the
         Prospectus used in connection therewith as may be necessary to keep the
         Registration Statement current and effective for a period not to exceed
         the earlier of (A) the first date on which Alonim or its Affiliates
         may, pursuant to Rule 144(k) under the Securities Act or any other rule
         of similar effect, sell all Conversion Shares then held or issuable
         upon conversion of the Note, and all other Registrable Shares, within a
         ninety (90) day period, or (B) such time as all Registrable Shares have
         been sold;

                                    (v) furnish to Alonim with respect to the
         Registrable Shares registered under the Registration Statement such
         number of copies of the Registration Statement, prospectuses and
         preliminary prospectuses in conformity with the requirements of the
         Securities Act and such other documents as Alonim may reasonably
         request, in order to facilitate the public sale or other disposition of
         all or any of the Registrable Shares by Alonim; provided, however, that
         the obligation of the Company to deliver copies of prospectuses or
         preliminary prospectuses to Alonim shall be subject to the receipt by
         the Company of reasonable assurances from Alonim that Alonim will
         comply with the applicable provisions of the Securities Act and of such
         other securities or blue sky laws as may be applicable in connection
         with any use of such prospectuses or preliminary prospectuses;


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                                    (vi) file documents required of the Company
         for blue sky clearance (A) in all U.S. jurisdictions in which any of
         the Registrable Shares are originally issued and (B) in states where
         specified in writing by Alonim; provided, however, that, as to clause
         (B), the Company shall not be required to qualify to do business or
         consent to service of process in any jurisdiction in which it is not
         now so qualified or has not so consented;

                                    (vii) bear all expenses in connection with
         the procedures in this Section 4(a) and Section 4(b) and the
         registration of the Conversion Shares and the Underlying Shares
         pursuant to the Registration Statement; including the reasonable fees
         and expenses, if any, of one counsel to Alonim and its Affiliates, but
         excluding underwriting discounts, brokerage fees and commissions
         incurred by Alonim and/or its Affiliates, provided, that such fees and
         expenses shall not exceed $20,000 in the aggregate; and provided,
         further, that any incremental expenses relating to the registration of
         Affiliate Shares in any registration shall be borne by Alonim;

                                    (viii) advise Alonim promptly after it shall
         receive notice or obtain knowledge of the issuance of any stop order by
         the SEC delaying or suspending the effectiveness of the Registration
         Statement or of the initiation or threat of any proceeding for that
         purpose; and it will promptly use its reasonable best efforts to
         prevent the issuance of any stop order or to obtain its withdrawal at
         the earliest possible moment if such stop order should be issued;

                                    (ix) if an offering of Registrable Shares
         is to be underwritten in whole or in part, enter into a written
         underwriting agreement in form and substance reasonably satisfactory to
         the managing underwriter of the public offering, the Company and
         Alonim;

                                    (x) notify Alonim, promptly after it shall
         receive notice thereof, of the date and time when the Registration
         Statement and each post-effective amendment thereto has become
         effective or a supplement to any prospectus forming a part of the
         Registration Statement has been filed;

                                    (xi) cause all Registrable Shares to be
         listed on each securities exchange or market on which the Common Stock
         is listed;

                                    (xii) make available for inspection upon
         request by Alonim, by any managing underwriter of any distribution to
         be effected pursuant to the Registration Statement and by any attorney,
         accountant or other agent retained by Alonim or any such 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 to supply all information reasonably requested
         by Alonim or any such underwriter, attorney, accountant or agent in
         connection with the Registration Statement;

                                    (xiii) if such registration includes an
         underwritten public offering, at the closing provided for in the
         underwriting agreement, provide, at Alonim's expense, (A) an opinion
         dated such date of the counsel representing the Company for the
         purposes of such registration, addressed to the underwriters, covering
         such matters with respect to the Registration Statement, the prospectus
         and each amendment or supplement thereto, proceedings under state and
         federal securities laws, other matters relating to the Company, the
         securities being registered and the offer and sale of such securities
         as are customarily the subject of opinions of issuer's counsel provided
         to underwriters in underwritten public offerings, and such opinion of
         counsel



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         shall additionally cover such legal matters with respect to the
         registration as Alonim may reasonably request, and (B) letters dated
         each of such effective date and such closing date, from the independent
         certified public accountants of the Company, addressed to the
         underwriters, stating that they are independent certified public
         accountants within the meaning of the Securities Act and dealing with
         such matters as the underwriters may request, or if the offering is not
         underwritten that in the opinion of such accountants the financial
         statements and other financial data of the Company included in the
         registration statement or the prospectus or any amendment or supplement
         thereto comply in all material respects with the applicable accounting
         requirements of the Securities Act, and additionally covering such
         other accounting and financial matters, including information as to the
         period ending not more than five (5) business days prior to the date of
         such letter with respect to the Registration Statement and Prospectus,
         as Alonim may reasonably request; and

                                    (xiv) subject to all the other provisions
         of this Agreement, take all other commercially reasonable steps
         necessary to effect any registration of Registrable Shares contemplated
         hereby.

                           (b) Piggyback Rights on Company Registration.

                                    (i) If the Company shall determine to
         register any of its securities either for its own account or the
         account of a security holder or holders exercising their respective
         demand registration rights (other than pursuant to Section 4 hereof),
         other than a registration relating solely to employee benefit plans, a
         registration relating solely to the offer and sale of debt securities,
         a registration relating solely to a corporate reorganization or other
         transaction subject to Rule 145 on Form S-4, a registration on any
         registration form that does not permit secondary sales (any such
         registration, a "Company Registration"), the Company shall:

                                           (A) promptly give to Alonim written
         notice thereof;

                                           (B) use its commercially reasonable
         efforts to include in such registration (and any related qualification
         under blue sky laws or other compliance), except as set forth in
         Section 4(b)(ii) below, and in any underwriting involved therein, the
         Additional Registrable Securities specified in a written request or
         requests made by Alonim and received by the Company within fifteen (15)
         days after the written notice from the Company described in clause (i)
         above is received by Alonim, which written request may specify all or a
         part of the Registrable Securities held by Alonim; and

                                           (C) comply with all the provisions of
         Section 4(a)(iii) through (a)(xiv) in connection with any such
         registration.

                                    (ii) If the registration of which the
         Company gives notice is for a registered public offering involving an
         underwriting, the Company shall so advise Alonim as a part of the
         written notice given pursuant to Section 4(b)(i). In such event, the
         right of Alonim to registration pursuant to this Section 4(b) shall be
         conditioned upon Alonim's participation in such underwriting and the
         inclusion of Additional Registrable Securities held by Alonim in the
         underwriting to the extent provided herein. If Alonim proposes to
         distribute any securities through such underwriting, then it shall
         (together with the Company and the other stockholders that are
         participating in such registration) enter into an underwriting
         agreement in customary form with the representative of the underwriter
         or underwriters selected by the Company. If

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         Alonim does not agree to the terms of any such underwriting, then
         Alonim shall be excluded therefrom by notice from the Company or the
         underwriters. Any Additional Registrable Securities or other securities
         excluded or withdrawn from such underwriting shall be withdrawn from
         such registration.

                                    (iii) Notwithstanding any other provision of
         this Section 4(b), in the event that a Company Registration is
         underwritten, if a representative of the underwriters advises the
         Company in writing that marketing factors require a limitation of the
         number of securities to be underwritten (including Additional
         Registrable Securities) in an offering subject to this Section 4(b)
         because the number of securities to be underwritten is likely to have
         an adverse effect on the price, timing or the distribution of
         securities to be offered, then the Company shall so advise Alonim which
         would otherwise be underwritten pursuant hereto, and subject to the
         terms of the registration rights contained in the Stock Purchase
         Agreements dated as of April 15, 2002 (the "Prior Registration
         Agreements") between other stockholders and the Company, the number of
         shares that may be included in the underwriting shall be allocated,
         first, to the Company, second, to Alonim and, third, to the other
         stockholders in accordance with the Prior Registration Agreements. Any
         Registrable Securities or other securities excluded or withdrawn from
         such underwriting shall be withdrawn from such registration. If the
         underwriting agreement executed in connection with such offering
         provides for an overallotment option to be granted to the underwriters,
         and if such option is exercised by the underwriters, the allocation
         priority established above shall govern the allocation with respect to
         the sale of any shares of securities (including Registrable Securities)
         pursuant to such exercise by the underwriters. No such reduction
         pursuant to this Section 4(b)(iii) shall reduce the amount of
         Additional Registrable Securities of Alonim included in the
         registration below twenty-five percent (25%) of the total amount of
         securities included in such registration.

                                    (iv) The Company shall have the right to
         terminate or withdraw any registration described under this Section
         4(b) prior to the effectiveness of such registration whether or not
         Alonim has elected to include Additional Registrable Securities in such
         registration. The registration expenses of such withdrawn registration
         shall be borne by the Company in accordance with Section 4(a) hereof.


                           (c) Transfer of Registrable Shares After
          Registration; Suspension.

                                    (i) Each of Alonim and each of its
         Affiliates agrees that it will not effect any disposition of the
         Registrable Shares under the Registration Statement referred to in
         Section 4(a) above except as contemplated in such Registration
         Statement and as described herein or as otherwise permitted by law, and
         that it will promptly notify the Company of any changes in the
         information set forth in the Registration Statement regarding Alonim
         and its Affiliates or its plan of distribution; provided, however, that
         nothing in this section shall in any way limit Alonim's and its
         Affiliates' ability to transfer or otherwise dispose of any of the
         Securities as permitted by any other section of this Agreement and
         applicable law.

                                    (ii) Except in the event that paragraph
         (iii) below applies, the Company shall (A) prepare and file from time
         to time with the SEC a post-effective amendment to the Registration
         Statement or a supplement to the related Prospectus or a supplement or
         amendment to any document incorporated therein by reference or file any
         other required document so that such Registration Statement will not
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the


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         statements therein not misleading, and so that, as thereafter delivered
         to purchasers of the Registrable Shares being sold thereunder, such
         Prospectus will not contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading; (B) provide Alonim copies
         of any documents filed pursuant to Section 4(c)(ii); and (C) inform
         Alonim that the Company has complied with its obligations in Section
         4(c)(ii) (or that, if the Company has filed a post-effective amendment
         to the Registration Statement which has not yet been declared
         effective, the Company will notify Alonim to that effect, will use its
         best efforts to secure the effectiveness of such post-effective
         amendment as promptly as possible and will promptly notify Alonim
         pursuant to Section 4(c)(ii) hereof when the amendment has become
         effective).

                                    (iii) In the event (A) of any request by
         the SEC or any other federal or state governmental authority during the
         period of effectiveness of the Registration Statement for amendments or
         supplements to a Registration Statement or related Prospectus or for
         additional information; (B) of the issuance by the SEC or any other
         federal or state governmental authority of any stop order suspending
         the effectiveness of a Registration Statement or the initiation of any
         proceedings for that purpose; (C) of the receipt by the Company of any
         notification with respect to the suspension of the qualification or
         exemption from qualification of any of the Registrable Shares for sale
         in any jurisdiction or the initiation or threatening of any proceeding
         for such purpose; or (D) of any event or circumstance which in the good
         faith judgment of the Company's Board of Directors, upon advice of
         counsel, would necessitate the making of any changes in the
         Registration Statement or Prospectus, or any document incorporated or
         deemed to be incorporated therein by reference, so that, in the case of
         the Registration Statement, it will not contain any untrue statement of
         a material fact or any omission to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, and that in the case of the Prospectus, it will not contain
         any untrue statement of a material fact or any omission to state a
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; then the Company shall, deliver a
         certificate in writing to Alonim (the "Suspension Notice") to the
         effect of the foregoing and, upon receipt of such Suspension Notice,
         Alonim and its Affiliates will refrain from selling any Registrable
         Shares pursuant to the Registration Statement (a "Suspension") until
         Alonim's and its Affiliates receipt of copies of a supplemented or
         amended Prospectus prepared and filed by the Company, or until it is or
         they are advised in writing by the Company that the current Prospectus
         may be used, and has received copies of any additional or supplemental
         filings that are incorporated or deemed incorporated by reference in
         any such Prospectus. In the event of any Suspension, the Company will
         use its commercially reasonable efforts to cause the use of the
         Prospectus so suspended to be resumed as expeditiously as practicable
         after the delivery of a Suspension Notice to Alonim.

                                    (iv) Provided that a Suspension is not then
         in effect, Alonim and its Affiliates may sell Registrable Shares under
         the Registration Statement, provided that it arranges or they arrange
         for delivery of a current Prospectus to the transferee of such
         Registrable Shares.

                           (d) Indemnification.

                                    (i) For the purpose of this Section 4(d):


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                                           (x) the term "Selling Stockholder"
         shall include Alonim and any officer, director or trustee of Alonim,
         any underwriter (as defined in the Securities Act) for Alonim and/or
         any Affiliate of Alonim and each person, if any, that controls Alonim,
         any Affiliate of Alonim and/or any such underwriter within the meaning
         of the Securities Exchange Act of 1934, as amended; and

                                           (y) the term "Registration Statement"
         shall include any final Prospectus, exhibit, supplement or amendment
         included in or relating to the Registration Statement referred to in
         Section 4(a).

                                    (ii) The Company agrees to indemnify and
         hold harmless each Selling Stockholder from and against any losses,
         claims, damages or liabilities to which such Selling Stockholder may
         become subject (under the Securities Act or otherwise) insofar as such
         losses, claims, damages or liabilities (or actions or proceedings in
         respect thereof) arise out of, or are based upon any untrue statement,
         or alleged untrue statement of any material fact contained in a
         Registration Statement, or any omission or alleged omission to state a
         material fact required to be stated in a Registration Statement, or
         necessary to make the statements therein, in light of the circumstances
         in which they were made, not misleading, and the Company will reimburse
         such Selling Stockholder for any reasonable legal or other expenses
         reasonably incurred in investigating, defending or preparing to defend
         any such action, proceeding or claim, provided, however, that the
         Company shall not be liable in any such case to the extent that such
         loss, claim, damage or liability arises out of, or is based upon, (x)
         an untrue statement made or alleged untrue statement or omission or
         alleged omission in such Registration Statement in reliance upon and in
         conformity with written information furnished to the Company by or on
         behalf of such Selling Stockholder specifically for use in preparation
         of the Registration Statement, (y) the failure of such Selling
         Stockholder to comply with its covenants and agreements contained in
         Section 4(c) hereof respecting sale of the Registrable Shares, or (z)
         any statement or omission in any Prospectus that is corrected in any
         subsequent Prospectus that was delivered to Alonim prior to the
         pertinent sale or sales by Alonim.

                                    (iii) Each of Alonim, S & F Financial
         Holding Inc., and Future Electronics Inc. (together the "Signatory
         Affiliates")agree to indemnify and hold harmless the Company (and each
         person, if any, who controls the Company within the meaning of Section
         15 of the Securities Act, each officer of the Company who signs the
         Registration Statement and each director of the Company) from and
         against any losses, claims, damages or liabilities to which the Company
         (or any such officer, director or controlling person) may become
         subject (under the Securities Act or otherwise), insofar as such
         losses, claims, damages or liabilities (or actions or proceedings in
         respect thereof) arise out of, or are based upon, (i) any failure by
         such Alonim to comply with the covenants and agreements contained in
         Section 4(c) hereof respecting sale of the Registrable Shares, or (ii)
         any untrue statement, or alleged untrue statement of any material fact
         contained in a Registration Statement, or any omission or alleged
         omission to state a material fact required to be stated in a
         Registration Statement, or necessary to make the statements therein not
         misleading, if such untrue statement or omission or alleged untrue
         statement or omission was made in reliance upon and in conformity with
         written information furnished by or on behalf of Alonim or the
         Signatory Affiliates specifically for use in preparation of the
         Registration Statement, and Alonim or the Signatory Affiliates will
         reimburse the Company (or such officer, director or controlling
         person), as the case may be, for any reasonable legal or other expenses
         reasonably incurred in investigating, defending or preparing to defend
         any such action, proceeding or claim; provided that Alonim's or the
         Signatory Affiliates


                                       10

<PAGE>

         obligation to indemnify the Company shall be limited to the amount
         received by Alonim or the Signatory Affiliates from the sale of the
         Registrable Shares.

                                    (iv) Promptly after receipt by any
         indemnified person of a notice of a claim or the beginning of any
         action in respect of which indemnity is to be sought against an
         indemnifying person pursuant to this Section 4(d), such indemnified
         person shall notify the indemnifying person in writing of such claim or
         of the commencement of such action, but the omission to so notify the
         indemnifying party will not relieve it from any liability which it may
         have to any indemnified party under this Section 4(d) (except to the
         extent that such omission materially and adversely affects the
         indemnifying party's ability to defend such action) or from any
         liability otherwise than under this Section 4(d). Subject to the
         provisions hereinafter stated, in case any such action shall be brought
         against an indemnified person, the indemnifying person shall be
         entitled to participate therein, and, to the extent that it shall elect
         by written notice delivered to the indemnified party promptly after
         receiving the aforesaid notice from such indemnified party, shall be
         entitled to assume the defense thereof, with counsel reasonably
         satisfactory to such indemnified person. After notice from the
         indemnifying person to such indemnified person of its election to
         assume the defense thereof, such indemnifying person shall not be
         liable to such indemnified person for any legal expenses subsequently
         incurred by such indemnified person in connection with the defense
         thereof, provided, however, that if there exists or shall exist a
         conflict of interest that would make it inappropriate, in the opinion
         of counsel to the indemnified person, for the same counsel to represent
         both the indemnified person and such indemnifying person or any
         affiliate or associate thereof, the indemnified person shall be
         entitled to retain its own counsel at the expense of such indemnifying
         person; provided, however, that no indemnifying person shall be
         responsible for the fees and expenses of more than one separate counsel
         (together with appropriate local counsel) for all indemnified parties.
         In no event shall any indemnifying person be liable in respect of any
         amounts paid in settlement of any action unless the indemnifying person
         shall have approved the terms of such settlement; provided that such
         consent shall not be unreasonably withheld. No indemnifying person
         shall, without the prior written consent of the indemnified person,
         effect any settlement of any pending or threatened proceeding in
         respect of which any indemnified person is or could have been a party
         and indemnification could have been sought hereunder by such
         indemnified person, unless such settlement includes an unconditional
         release of such indemnified person from all liability on claims that
         are the subject matter of such proceeding.

                                    (v) If the indemnification provided for in
         this Section 4(d) is unavailable to or insufficient to hold harmless an
         indemnified party under Section 4(d)(1) or 4(d)(2) above in respect of
         any losses, claims, damages or liabilities (or actions or proceedings
         in respect thereof) referred to therein, then each indemnifying party
         shall contribute to the amount paid or payable by such indemnified
         party as a result of such losses, claims, damages or liabilities (or
         actions in respect thereof) in such proportion as is appropriate to
         reflect the relative fault of the Company on the one hand and Alonim as
         well as any other Selling Stockholders under such Registration
         Statement on the other in connection with the statements or omissions
         or other matters which resulted in such losses, claims, damages or
         liabilities (or actions in respect thereof), as well as any other
         relevant equitable considerations. The relative fault shall be
         determined by reference to, among other things, in the case of an
         untrue statement or omission, whether the untrue statement or omission
         relates to information supplied by the Company on the one hand or
         Alonim or other Selling Stockholder on the other and the parties'
         relative intent, knowledge, access to information and opportunity to
         correct or prevent such untrue statement or omission. The Company and
         Alonim agree that it would not be just and equitable if contribution


                                       11
<PAGE>


         pursuant to this Section 4(d)(4) were determined by pro rata allocation
         (even if Alonim and other Selling Stockholders were treated as one
         entity for such purpose) or by any other method of allocation which
         does not take into account the equitable considerations referred to
         above in this Section 4(d)(4). The amount paid or payable by an
         indemnified party as a result of the losses, claims, damages or
         liabilities (or actions in respect thereof) referred to above in this
         Section 4(d)(4) shall be deemed to include any legal or other expenses
         reasonably incurred by such indemnified party in connection with
         investigating or defending any such action or claim. Notwithstanding
         the provisions of this Section 4(d)(4), Alonim and the other Selling
         Stockholders shall not be required to contribute any amount in excess
         of the amount by which the amount received by Alonim and other Selling
         Stockholders from the sale of the Registrable Shares to which such loss
         relates exceeds the amount of any damages which Alonim or such other
         Selling Stockholder has otherwise been required to pay by reason of
         such untrue statement or omission. 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.


                                    (vi) Each of Alonim and each of the
         Signatory Affiliates hereby acknowledges that it is a sophisticated
         business person who was represented by counsel during the negotiations
         regarding the provisions hereof including, without limitation, the
         provisions of this Section 4(d), and is fully informed regarding said
         provisions. Each of Alonim and each of its Affiliates further
         acknowledges that the provisions of this Section 4(d) fairly allocate
         the risks in light of the ability of Alonim and its Affiliates to
         investigate the Company and its business in order to assure that
         adequate disclosure is made in the Registration Statement as required
         by the Securities Act and the Exchange Act.

                           (e) Termination of Conditions and Obligations. The
         conditions precedent imposed by this Section 4 upon the transferability
         of the Registrable Shares shall cease and terminate as to any
         particular number of the Registrable Shares when such Registrable
         Shares shall have been effectively registered under the Securities Act
         and sold or otherwise disposed of in accordance with the intended
         method of disposition set forth in the Registration Statement covering
         such Registrable Shares or at such time as an opinion of counsel
         satisfactory to the Company shall have been rendered to the effect that
         such conditions are not necessary in order to comply with the
         Securities Act.

                           (f) Information Available. So long as the
         Registration Statement is effective covering the resale of Registrable
         Shares owned by Alonim, the Company will furnish to or otherwise make
         available to Alonim upon Alonim's request and at Alonim's expense:

                                    (i) a full copy of the Registration
         Statement; and

                                    (ii) an adequate number of copies of the
         prospectuses to supply to any other party requiring such prospectuses;
         and upon the reasonable request of Alonim, the Company will meet with
         Alonim or a representative thereof at the Company's headquarters to
         discuss all information relevant for disclosure in the Registration
         Statement covering the Registrable Shares and will otherwise cooperate
         with Alonim and its Affiliates for the purpose of reducing or
         eliminating such Alonim's exposure to liability under the Securities
         Act, including the reasonable production of information at the
         Company's headquarters; provided, that the Company shall not be
         required to disclose any confidential information to or meet at its
         headquarters with Alonim until and unless Alonim shall have entered
         into a confidentiality


                                       12

<PAGE>

         agreement in form and substance reasonably satisfactory to the Company
         with the Company with respect thereto.

                           (g) Effect on Prior Registration Rights. The
         registration rights granted by the Company in Section 5 of that certain
         Securities Purchase Agreement dated as of September 27, 2002 by and
         between the Company and S&F Financial is hereby superseded in its
         entirety and shall be of no further effect.

                           (h) "Market Stand-Off" Agreement. In connection with
         any underwritten offering of securities by the Company in which Alonim
         or its Affiliates participates, if requested by the managing
         underwriter of such offering, Alonim and its Affiliates shall agree to
         enter into a market stand-off agreement in customary form with such
         underwriter pursuant to which such holder will agree not to transfer or
         offer to transfer any Company securities (other than those included in
         the registration) during a period not to exceed ninety (90) days
         following the effective date of the Registration Statement with respect
         to such underwritten offering.

                  5.       Additional Agreements of the Parties.

                           (a) Alonim and the Company shall, as soon as
         practicable after the date hereof, amend the Amendment to provide that
         its current term be automatically extended by one year for each
         Reference Year (as such term is defined in the Note) which Alonim
         attains the applicable Target (as such term is defined in the Note),
         provided that neither Alonim nor any of its Affiliates shall, during
         the term of this Agreement and without the prior affirmative vote of a
         majority of the members of the Board of Directors of the Company,
         directly or indirectly, dispose, by sale or otherwise, of shares of
         Company Voting Stock or Derivative Securities such that the effect of
         such disposition would be to decrease by more than 50%, Alonim and its
         Affiliates' Peak Beneficial Ownership of such Company Voting Stock on a
         Fully Diluted Basis.

                           (b) During the term of this Agreement, the Company
         shall not take any action in such a manner that would cause Alonim and
         its Affiliates' aggregate Beneficial Ownership of Company Voting Stock
         on a Fully Diluted Basis to exceed the Standstill Percentage.

                  6.       Miscellaneous.

                           (a) Enforcement. The parties acknowledge and
         agree that irreparable damage would occur if any of the provisions of
         this Agreement were not performed in accordance with their specific
         terms or were otherwise breached. Accordingly, the parties will be
         entitled to an injunction or injunctions to prevent breaches of this
         Agreement and to enforce specifically its provisions in any court
         having jurisdiction, this being in addition to any other remedy to
         which they may be entitled at law or in equity.

                           (b) Aggregation. Any shares of Company Voting Stock
         transferred to or held by any Affiliates of Alonim will be aggregated
         together with shares held by Alonim for all purposes of this Agreement.
         All references made to Alonim in this Agreement shall be deemed to also
         constitute the agreement of the Affiliates of Alonim.

                           (c) Entire Agreement; Waivers. This Agreement, the
         Securities Purchase Agreement and the other agreements specifically
         contemplated by the Securities Purchase Agreement constitute the entire
         agreement among the parties hereto pertaining to the subject matter
         hereof and thereof and supersede all prior and contemporaneous
         agreements,


                                       13


<PAGE>

         understandings, negotiations and discussions, whether oral or written,
         of the parties with respect to such subject matter. No waiver of any
         provision of this Agreement shall be deemed or shall constitute a
         waiver of any other provision hereof or shall constitute a further or
         continuing waiver of that provision.

                           (d) Amendment or Modification. The parties hereto may
         not amend or modify this Agreement except in such manner as may be
         agreed upon by a written instrument executed by such parties.

                           (e) Successors and Assigns. All the terms and
         provisions of this Agreement shall be binding upon and shall inure to
         the benefit of the parties hereto and their respective successors, and
         each successor shall be deemed to be a party hereto for all purposes
         hereof. The terms and provisions of this Agreement shall not be binding
         upon any transferee (other than an Affiliate of Alonim) that purchases
         any securities subject to this Agreement without violation of any
         provision of this Agreement. Neither Alonim nor any of its Affiliates
         may assign or transfer any of its rights or obligations hereunder
         without the prior written consent of the Company, and no transfer or
         assignment by any party shall relieve such party of any of its
         obligations hereunder.

                           (f) Severability. If any provision of this Agreement
         is held by a court of competent jurisdiction to be unenforceable, the
         remaining provisions shall remain in full force and effect. It is
         declared to be the intention of the parties that they would have
         executed the remaining provisions without including any that may be
         declared unenforceable.

                           (g) Headings. Descriptive headings are for
         convenience only and will not control or affect the meaning or
         construction of any provision of this Agreement.

                           (h) Counterparts. For the convenience of the parties,
         any number of counterparts of this Agreement may be executed by the
         parties, and each such executed counterpart will be an original
         instrument.

                           (i) Notices. All notices, requests, claims, demands
         or other communications hereunder shall be in writing and shall be
         deemed given when delivered personally, upon receipt of a transmission
         confirmation if sent by fax or like transmission and on the next
         business day when sent by Federal Express, Express Mail or other
         reputable overnight courier service to the parties at the following
         addresses (or at such other address for a party as shall be specified
         by like notice):

                           If to the Company:

                                    Sipex Corporation
                                    233 South Hillview Drive
                                    Milpitas, CA 95035
                                    Telephone: (408) 935-7608
                                    Facsimile: (408) 935-7678
                                    Attention: Phil Kagel, CFO

                           with a copy to:

                                    Wilson Sonsini Goodrich & Rosati



                                       14





<PAGE>


                                    650 Page Mill Road
                                    Palo Alto, CA 94304
                                    Telephone: (650) 493-9300
                                    Facsimile: (650) 493-6811
                                    Attention: Robert G. Day

                           If to Alonim and its Affiliates:

                                    c/o Future Electronics Inc.
                                    237 Hymus Boulevard
                                    Montreal (Pointe Claire)
                                    Quebec, Canada
                                    H9R 5C7
                                    Telephone: (514) 694-7710 Ext. 2266
                                    Facsimile: (514) 695-6245
                                    Attention: Pierre Guilbault
                                    Executive Vice-President and Chief
                                    Financial Officer

                            with a copy to:

                                    Guy Lavergne, Esq.
                                    Associate General Counsel
                                    Tel.: (514) 694-7710, Ext. 2986
                                    Facsimile: (514) 694-7515

                           (j) Governing Law. This Agreement shall be governed
         by and construed in accordance with the law of the State of California,
         without giving effect to any choice or conflict of law provision or
         rule that would cause the application of the law of any other
         jurisdiction.

                           (k) Termination. This Agreement will commence on the
         date first referred to above and shall terminate at the earliest to
         occur of (i) the Note being paid in full or otherwise cancelled or
         extinguished, (ii) a Change of Control of the Company or (iii) the
         written approval of the parties hereto, provided, that (x) the
         registration rights granted in Section 4 shall terminate upon the date
         on which Registrable Securities held by Alonim (together with its
         Affiliates) may be sold pursuant to Rule 144(k), and (y) the
         indemnification provisions in Section 4 shall survive the completion of
         any offering of Registrable Securities and any termination of this
         Agreement.


                         [Signatures on Following Page]





                                       15


<PAGE>


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

                                    SIPEX CORPORATION



                                    By:  /s/ Walid Maghribi
                                         ---------------------------------------
                                         Walid Maghribi
                                         President and Chief Executive Officer

                                    FUTURE ELECTRONICS INC.



                                    By:  /s/ Guy Lavergne
                                         ---------------------------------------
                                         Guy Lavergne
                                         Attorney

                                    S&F FINANCIAL HOLDINGS INC.



                                    By:  /s/ Guy Lavergne
                                         ---------------------------------------
                                         Guy Lavergne
                                         Attorney

                                    ALONIM INVESTMENTS INC.



                                    By:  /s/ Guy Lavergne
                                         ---------------------------------------
                                         Guy Lavergne
                                         Attorney



                                       16

<PAGE>


                                   EXHIBIT A



                    FORM OF SELLING STOCKHOLDER QUESTIONNAIRE

         Sipex Corporation
         233 South Hillview Drive
         Milpitas, CA 95035

         Ladies and Gentlemen:

                  We understand that _____________ is named as a selling
         shareholder in the prospectus that forms a part of the registration
         statement on Form S-3 (Registration No. 333-___) that Sipex Corporation
         has filed with the Securities and Exchange Commission to register under
         the Securities Act of 1933 the offer and sale of the shares of Sipex
         Corporation common stock issued pursuant to the conversion of the Note
         (as defined in that certain Securities Purchase Agreement dated as of
         May ___, 2003, by and between Sipex Corporation and Alonim Investments
         Inc.). We understand further that Sipex Corporation will use the
         information that we provide in this Questionnaire to ensure the
         accuracy of the registration statement and the prospectus.

         -----------------------------------------------------------------------
                          PLEASE ANSWER EVERY QUESTION.
                  IF THE ANSWER TO ANY QUESTION IS "NONE" OR "NOT APPLICABLE,"
                  PLEASE SO STATE.
         -----------------------------------------------------------------------

         1.       NAME. Type or print your name exactly as it should appear in
         the Registration Statement.

                  --------------------------------------------------------------

         2.       CONTACT INFORMATION. Provide the address, telephone number
         and fax number where you can be reached during business hours.

         Address:
                  --------------------------------------------------------------

                  --------------------------------------------------------------
         Phone:
                  --------------------------------------------------------------
         Fax:
                  --------------------------------------------------------------

         3.       RELATIONSHIP WITH SIPEX CORPORATION. Describe the nature
         of any position, office or other material relationship you have had
         with Sipex Corporation during the past three years.

                  --------------------------------------------------------------

                  --------------------------------------------------------------


         4.       OWNERSHIP OF SIPEX CORPORATION SECURITIES. This question
         covers your beneficial ownership of Sipex Corporation securities.
         Please consult the Appendix to this Questionnaire for information as to
         the meaning of "beneficial ownership."




                                       17


<PAGE>





         (a)      State the number of shares of Sipex  Corporation  common
                  stock that you beneficially  owned as of            , 2003:
                                                           -----------
                  No. of Shares of Stock
                                         ---------------------------------------

         (b)      State the total number of shares of Sipex Corporation common
                  stock that you have the right to acquire upon the exercise of
                  options (including employee stock options) or warrants that
                  are currently exercisable or will become exercisable before
                  [DATE IN SUBSECTION (A) + 60 DAYS].

                  No. of Shares of Stock
                                          --------------------------------------
                  Type of Right
                                 -----------------------------------------------

         (c)      If you have the right to purchase any additional shares of
                  stock, whether under an option, warrant, debenture, or
                  otherwise, please indicate the number of shares you have a
                  right to purchase and any contingencies relating to such
                  shares.

                  No. of Shares of Stock
                                          --------------------------------------
                  Title of Security
                                     -------------------------------------------
                  Contingencies
                                 -----------------------------------------------

         (d)      If, as a result of applying the rules regarding beneficial
                  ownership summarized in the Appendix to this Questionnaire,
                  you have included in the amount stated in answer to Item 4(a)
                  above shares (and/or shares represented by options or
                  warrants) which are not owned of record by you, please give
                  details as to the nature of your "beneficial ownership" of
                  such shares and state the amount of shares so owned.

                  No. of Shares of Stock
                                          --------------------------------------
                  Title of Security
                                     -------------------------------------------
                  Nature of Beneficial Ownership
                                                  ------------------------------

         (e)      If, as a result of applying the rules regarding beneficial
                  ownership summarized in the Appendix to this Questionnaire,
                  you have excluded from the amount stated in the answer to Item
                  4(a) above shares (and/or shares represented by options or
                  warrants) which are owned of record by you, please state the
                  amount so excluded and explain why you are not the "beneficial
                  owner" of such shares.

                  No. of Shares of Stock
                                          --------------------------------------
                  Title of Security
                                     -------------------------------------------

                  Explanation of Nonbeneficial Ownership
                                                         -----------------------

                  --------------------------------------------------------------


                                       18

<PAGE>


         5.       RELIANCE ON RESPONSES. I acknowledge and agree that Sipex
                  Corporation and its counsel, Wilson Sonsini Goodrich & Rosati,
                  shall be entitled to rely on my responses in this
                  Questionnaire in all matters pertaining to the registration
                  statement and the sale of any shares of common stock of Sipex
                  Corporation pursuant to the registration statement.

         Please acknowledge that your answers to the foregoing questions are
         true and correct to the best of your information and belief by signing
         and dating this Questionnaire where indicated below.

         If at any time you discover that your answer to any question was
         inaccurate, or if any event occurring after your completion hereof
         would require a change in your answer to any questions, please
         immediately contact                      of Wilson Sonsini Goodrich &
         Rosati, counsel to Sipex Corporation, at (650)              or [Company
         Contact], [Title] for Sipex Corporation, at (   )          .



         Date: ---------------------     -------------------------------------
                                          (Print name of selling stockholder)


                                          By:
                                                --------------------------------
                                                          (Signature)

                                          Name:
                                                --------------------------------
                                                         (Print name)

                                          Title:
                                                --------------------------------



                                       19

<PAGE>

                                    APPENDIX

    DETERMINING "BENEFICIAL OWNERSHIP"

         (a)      A "Beneficial Owner" of a security includes any person who,
                  directly or indirectly, through any contract, arrangement,
                  understanding, relationship or otherwise has or shares:

                  (1)      Voting power which includes the power to vote, or
                           to direct the voting of, such security; and/or


                  (2)      Investment power which includes the power to
                           dispose, or direct the disposition of, such
                           security.

                  Please note that either voting power or investment power, or
                  both, is sufficient for you to be considered the beneficial
                  owner of shares.

         (b)      Any person who, directly or indirectly, creates or uses a
                  trust, proxy, power of attorney, pooling arrangement or any
                  other contract, arrangement or device with the purpose or
                  effect of divesting such person of beneficial ownership of a
                  security or preventing the vesting of such beneficial
                  ownership as part of a plan or scheme to evade the reporting
                  requirements of the federal securities acts shall be deemed to
                  be the beneficial owner of such security.

         (c)      Notwithstanding  the provisions of paragraph (a), a person is
                  deemed to be the "beneficial owner" of a security, if that
                  person has the right to acquire beneficial ownership of such
                  security within 60 days, including but not limited to any
                  right to acquire: (A) through the exercise of any option,
                  warrant or right; (B) through the conversion of a security;
                  (C) pursuant to the power to revoke a trust, discretionary
                  account or similar arrangement; or (D) pursuant to the
                  automatic termination of a trust, discretionary account or
                  similar arrangement; provided, however, any person who
                  acquires a security or power specified in paragraphs (A), (B)
                  or (C) above, with the purpose or effect of changing or
                  influencing the control of the issuer, or in connection with
                  or as a participant in any transaction having such purpose or
                  effect, immediately upon such acquisition shall be deemed to
                  be the beneficial owner of the securities which may be
                  acquired through the exercise or conversion of such security
                  or power.