Exhibit 4.1




















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                          REGISTRATION RIGHTS AGREEMENT

                            DATED AS OF JUNE 21, 2001
                                  BY AND AMONG

                               DANZER CORPORATION

                                       AND

                          THE HOLDERS OF SECURITIES OF
                               DANZER CORPORATION
                                SIGNATORY HERETO

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                          REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS  AGREEMENT  ("Agreement"),  dated as of June 21,
2001,  is made by and among  Danzer  Corporation,  a New York  corporation  (the
"Company"),  the holders of equity  securities of the Company  signatory hereto,
whose names are set forth on the.  Schedule of Security  Holders attached hereto
as Exhibit A, and any other holders of Registrable  Securities  (as  hereinafter
defined) which from time to time become bound by and subject to the terms hereof
(each, a "Holder" and collectively, the "Holders").

                                   WITNESSETH:

     WHEREAS,  simultaneously with the execution of this Agreement, the Company,
Danzer Industries,  Inc., Pyramid Coach,  Inc.,  Champion Trailer,  Inc., United
Acquisition, Inc., U.S. Rubber Reclaiming, Inc., Obsidian Capital Partners, L.P.
("Obsidian")  and Timothy S. Durham are entering  into that certain  Acquisition
Agreement  and  Plan  of  Reorganization,  dated  as of  the  date  hereof  (the
"Acquisition Agreement");

     WHEREAS,  in order  to  induce  Obsidian  to  enter  into  the  Acquisition
Agreement,  the Company has agreed to provide the registration  rights set forth
in this Agreement to Obsidian and the partners of Obsidian upon  distribution of
the Registrable Securities (as defined herein) to such partners; and

     WHEREAS,  Obsidian  has  agreed  to  promptly  distribute  the  Registrable
Securities  received by it pursuant to the  Acquisition  Agreement,  and certain
other Registrable Securities to be issued to Obsidian following the consummation
of the Danzer Transaction (as defined herein), to the partners of Obsidian;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, hereby agree as follows:

1.   Definitions. The following capitalized terms have the following meanings:

     "Affiliate"  of any Person  means a Person  which  directly  or  indirectly
through one or more  intermediaries  controls,  or is controlled by, or is under
common control with, such first Person.

     "Agreement" shall mean this Registration Rights Agreement.

     "Acquisition Agreement" shall have the meaning set forth in the recitals of
this Agreement.

     "Commission" means the United States Securities and Exchange  Commission or
any other  United  States  Federal  agency from time to time  administering  the
Securities Act.

     "Common Stock" means the common stock of the Company,  par value $.000l per
share,  and any securities  issued with respect to such Common Stock by way of a
stock  dividend,  stock split or similar  transaction,  or in connection  with a
combination  of  shares,  recapitalization,  merger,  consolidation  or  similar
transaction.

     "Common Stock  Equivalents"  shall mean all securities  convertible into or
exchangeable  for, and all warrants,  options and other rights  exercisable for,
shares of Common Stock.

     "Danzer  Transaction"  shall  mean  the  transactions  contemplated  by the
Acquisition Agreement.

     "Demand  Holder"  shall mean any Holder,  provided that such Holder owns at
least 15% of the  total  shares of Common  Stock,  including  shares  underlying
Common  Stock  Equivalents,  then owned by all of the Holders of Common Stock or
Common Stock Equivalents.

     "Demand Registration" shall have the meaning specified in Section 2(b).

     "Distribution"  shall mean any  distribution by Obsidian to the Partners of
any Registrable  Securities from time to time acquired by Obsidian in connection
with the Danzer Transaction or otherwise.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and  regulations of the Commission  thereunder,  all as in effect from
time to time.

     "Holder or Holders"  shall have the  meaning  set forth in the  preamble of
this  Agreement,  it being  understood  that the Partners  shall be deemed to be
Holders with respect to any Registrable Securities from time to time received in
connection with any Distribution of such Registrable Securities.

     "Management"  shall  mean  all  employees  of  the  Company  or  any of its
Subsidiaries  for whom disclosure would be required under Item 402 of Regulation
S-K promulgated by the Commission.

     "NASD" shall mean The National Association of Securities Dealers,  Inc. and
any successor organization.

     "Obsidian" shall mean Obsidian Capital Partners, L.P.

     "Partners"  shall mean  collectively  the limited  partners and the general
partner of Obsidian.

     "Person"  shall  mean  any  individual,  corporation,   partnership,  joint
venture, association,  limited liability company, joint-stock company, trust, or
unincorporated  organization,  or any governmental agency, officer,  department,
commission, board, bureau, or instrumentality thereof.

     "Piggyback  Registration"  shall have the meaning specified in Section 3(a)
of this Agreement.

     "Preferred  Stock" shall mean the shares of Series C Convertible  Preferred
Stock of Danzer  Corporation  issued to Obsidian in  connection  with the Danzer
Transaction.

     "Registrable  Securities" shall mean shares of Common Stock which are owned
by any Holder (or which are issuable  upon  exchange,  exercise or conversion of
Common Stock Equivalents) and which have not ceased to be Restricted Securities;
provided that any shares of Common Stock which cease to be Restricted Securities
solely because they have become  eligible for transfer  pursuant to Rule 144 (or
any  similar  rule then in force)  will not cease to be  Registrable  Securities
until they have actually been sold to the public in compliance with Rule 144 (or
any similar rule then in force).

     "Registration  Statement"  means a registration  statement  provided for in
Section 6 of the Securities Act under which  securities are registered under the
Securities  Act,  together  with any  preliminary,  final or summary  prospectus
contained  therein,  any  amendment  or  supplement  thereto,  and any  document
incorporated by reference therein.

     "Required Registration" shall have the meaning specified in Section 2(a).

     "Restricted  Securities" means (i) the Common Stock owned by any Holder and
any Common Stock issued or issuable upon  exchange,  conversion,  or exercise of
Common Stock Equivalents owned by any Holder and (ii) any securities issued with
respect to the Common Stock  referred to in (i) above by way of a stock dividend
or stock split or in connection with a combination of shares,  recapitalization,
merger,  consolidation or other reorganization.  As to any particular Restricted
Securities,  such  securities  will cease to be Restricted  Securities when they
have (a) been effectively registered under the Securities Act and disposed of in
accordance with the  Registration  Statement  covering them, (b) become eligible
for sale  pursuant  to Rule 144  without  restriction  on  volume  or  manner as
provided  in Rule  144 (or any  similar  provision  then  in  force)  under  the
Securities Act or (c) been otherwise  transferred and new  certificates for them
not bearing a Securities Act legend have been delivered by the Company. Whenever
any  particular  shares of Common Stock cease to be Restricted  Securities,  the
holder  thereof will be entitled to receive from the Company,  without  expense,
new certificates not bearing a Securities Act legend.

     "Rule 144" shall mean Rule 144 as promulgated  by the Commission  under the
Securities  Act,  as  amended  from  time to  time,  and any  successor  rule or
regulation thereto.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect from time to time.

     Terms defined in the Exchange Act or the  Securities  Act and not otherwise
defined herein have the meanings herein as therein defined.



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2.   Required Registration; Demand Registration.

     (a) Required Registration.  The Company shall register under the Securities
Act the  Registrable  Securities  which were  acquired  upon  conversion  of the
Preferred  Stock issued to Obsidian in connection  with the Danzer  Transaction.
The Company  shall use its  commercially  reasonable  best  efforts,  as soon as
reasonably practicable following the date of issuance of the Preferred Stock and
in any event on or before December 31, 2001 (unless the Holders holding at least
seventy-five percent (75%) of the Registrable Securities then held by all of the
Holders  shall  extend  such  date or  otherwise  agree to  waive  or alter  the
requirements  of  this  Section  2(a)),  to  (i)  file  with  the  Commission  a
Registration  Statement  on Form  S-i of the  Commission  (or  such  other  form
promulgated by the Commission for which the Company  qualifies and which counsel
for  the  Company  shall  deem  appropriate)  for  the  registration  under  the
Securities  Act  of  the  sale  of  the  Registrable  Securities  acquired  upon
conversion of the Preferred Stock and to effect such registration (the "Required
Registration"),  and (ii)  cause the  Registrable  Securities  to be listed on a
nationally  recognized United States  securities  exchange or quoted on the NASD
automated  quotation  system. In the event the Company is not able to effect the
Required  Registration  on or before December 31, 2001, the Company shall send a
notice to that  effect,  and  stating  the  reason(s)  therefor,  to each of the
Holders on the first  business  day  following  such date,  and every six months
thereafter  until the Required  Registration is complete,  and shall continue to
use its commercially reasonable best efforts to effect the Required Registration
as soon as reasonably  practicable after such date. For purposes of this Section
2(a) and  Section  4(a)(i),  the  Company  shall  not be deemed to have used its
commercially  reasonable  best  efforts to perform  its  obligations  under this
Section 2(a) or Section 4(a)(i) if the failure to perform such  obligations is a
result of the  determination  by the Company that the amount of time,  effort or
expense which the Company, or any agent,  professional advisor or representative
of the  Company,  believes  would  be  required  to  fulfill  such  obligations,
including  without  limitation,  any time,  effort or expense required to obtain
audited  financial  statements of the Company or any of its subsidiaries (or any
of their  respective  predecessors)  for a number of years sufficient to satisfy
applicable rules of the Commission with respect to the Required  Registration or
a Demand Registration,  as applicable, is not warranted; it being understood and
agreed that the Company  shall consult at least two (2)  independent  accounting
firms, at least one of which shall be a "Big 5" accounting  firm, in determining
whether  audits  of  the  financial  statements  of  the  Company  or any of its
subsidiaries (or any of their respective  predecessors)  for a sufficient number
of years to satisfy the  applicable  rules of the Commission can be completed by
the firm in question under the  circumstances,  and it being further  understood
and agreed  that the Company  shall not be deemed to have used its  commercially
reasonable  best efforts to fulfill its  obligations  under this Section 2(a) or
Section 4(a)(i) if either of such accounting firms determines that audits of the
financial  statements of the Company or any of its subsidiaries (or any of their
respective  predecessors)  for the  required  number of years can be  completed,
without regard to the cost thereof, but such audits are not completed within the
applicable time period.

     (b)  Demand  Registration.  Provided  that the  Company  is not then in the
process of registering the  Registrable  Securities as required by Section 2(a),
each Demand Holder shall,  at any time after the earlier of (i) January 1, 2002,
if the Company shall have failed to consummate the Required Registration by that
time (and such  date was not  extended  or such  requirement  was not  otherwise
waived or altered by the Holders holding at least seventy-five  percent (75%) of
the  Registrable  Securities  then held by all of the Holders as provided for in
Section  2(a)),  or (ii) June 1, 2002,  have the right,  exercisable  by written
notice to the Company, to request that the Company effect the registration under
the Securities Act of all or part of such Demand Holder's Registrable Securities
(a "Demand Registration").

     Upon receipt of such notice, the Company shall promptly give written notice
of such Demand Registration to all Holders of Registrable Securities,  and shall
use its best efforts to effect the registration (including,  without limitation,
an undertaking to file  post-effective  amendments) under the Securities Act and
appropriate  qualification  under  applicable blue sky or other state securities
laws of:

     (i)  the  Registrable  Securities  which the Company has been  requested to
          register by such Demand  Holder  (including,  without  limitation,  an
          offering on a delayed or continuous basis pursuant to Rule 415 (or any
          successor rule to similar effect) under the Securities Act), and

     (ii) all other Registrable  Securities which the Company has been requested
          to register by the Holders  thereof,  by written  request given to the
          Company  within 30 days after the giving of such written notice by the
          Company,

all  to the  extent  required  to  permit  the  disposition  of the  Registrable
Securities so to be registered and qualified.

     Subject to the foregoing provisions and the provisions of Section 2(f), the
Company  shall use its best  efforts to register  under the  Securities  Act all
Registrable Securities which the Company has been so requested to register.

     (c) Selection of  Underwriters.  If the Demand Holder intends to distribute
the Registrable  Securities  covered by its request by means of an underwriting,
it shall so advise the Company as part of its request  made  pursuant to Section
2(b) and the Company  shall  include  such  information  in the  written  notice
referred to in Section  2(b).  The right of each Demand  Holder to  registration
pursuant  to  Section  2(b)  shall be  conditioned  upon  such  Demand  Holder's
participation  in such  underwriting  and the inclusion of such Demand  Holder's
Registrable  Securities in the underwriting to the extent provided  herein.  The
underwriters of any offering  pursuant to a Demand  Registration  shall be (i) a
lead managing  underwriter  (which shall be a  nationally-recognized  investment
banking  firm)  selected  by the  Demand  Holder  which  requested  such  Demand
Registration  and  subject  to  the  approval  of the  Company,  and  (ii)  such
comanaging  underwriters  (which  shall  be  one or  more  nationally-recognized
investment  banking  firms)  selected by the Demand Holder which  requested such
Demand Registration and subject to the approval of the Company.

     (d) Priority in Demand  Registration.  If the managing  underwriter advises
the  Company  in  writing  that,  in its  opinion,  the  number  of  Registrable
Securities requested to be included in a Demand Registration exceeds what can be
sold in such  offering at a price  reasonably  acceptable to the Company and the
Demand Holder which  requested such Demand  Registration,  then the Company will
include  in such  Demand  Registration  the  number  of  Registrable  Securities
requested  to be included in such  Demand  Registration  which the Company is so
advised can be sold in such  offering,  which shall be allocated  pro rata among
the Holders participating in the Demand Registration.

     If the managing  underwriter  advises the Company in writing  that,  in its
opinion,  the number of  Registrable  Securities  requested  to be included in a
Demand  Registration  by Holders  who are members of  Management  of the Company
should be  reduced,  then the  Company  will  reduce the  number of  Registrable
Securities requested to be sold by such Persons on a pro rata basis.

     In the event any Registrable  Securities of any Demand Holders are excluded
from  registration  as a result of the foregoing  provisions,  then such Persons
shall  be  entitled  to sell,  on a pro rata  basis,  the  excluded  Registrable
Securities,  prior  to  any  other  Registrable  Securities,   pursuant  to  the
underwriters' over-allotment option.

     Except as provided in the last sentence of this paragraph and the preceding
paragraph, no Registrable Securities excluded from the underwriting by reason of
the underwriter's  marketing  limitation shall be included in such registration.
If any Holder  disapproves  of the terms of the  underwriting,  such  Person may
elect to withdraw  therefrom by written notice to the Company,  the underwriters
and the Demand  Holder  requesting  such Demand  Registration.  The  Registrable
Securities so withdrawn from such underwriting shall also be withdrawn from such
registration;  provided,  however, that if by the withdrawal of such Registrable
Securities a greater number of Registrable  Securities held by other Holders may
be included in such registration (up to the maximum of any limitation imposed by
the underwriters), then the Company shall offer to all Holders who have included
Registrable  Securities  in the  registration  the right to  include  additional
Registrable  Securities in the same  proportion  used above in  determining  the
underwriters' limitation.

     (e) Limit on Demand Registrations.  Notwithstanding any other provisions of
this Agreement to the contrary, the rights of Demand Holders to request a Demand
Registration shall be subject to the following limitations: the aggregate number
of Demand  Registrations  requested by all Holders shall not exceed three (3) on
Form S-1 of the  Commission  (or  similar  expanded  form then in effect) if the
Company is not then eligible to use a short form of the Commission and three (3)
on Form S-3 of the Commission (or similar short form then in effect);  provided,
however,  a Demand  Registration  shall not count for the purpose of determining
the foregoing  limitations  (1) if the  registration  statement  does not become
effective,  unless (x) the  registration  statement did not become  effective by
reason of the  refusal to proceed by the Demand  Holders  requesting  the Demand
Registration  (other than a refusal to proceed  based upon the advice of counsel
relating to a matter with  respect to the  Company)  and (y) the Demand  Holders
requesting the Demand Registration do not promptly reimburse the Company for all
registration  expenses  incurred by it in connection  with such  registration as
provided in Section 5 hereof,  (2) if,  after the  registration  statement  that
relates to such registration has become effective,  such registration  statement
becomes subject to any stop order, injunction or any order or requirement of the
Commission or other governmental  agency or court for any reason and such order,
injunction or  requirement  is not promptly  withdrawn or lifted,  or (3) if the
conditions  to closing  specified  in the  purchase  agreement  or  underwriting
agreement  entered into in connection with such  registration are not satisfied,
other than by reason of some act or  omission of the Demand  Holders  requesting
the Demand Registration.

     (f) Postponement on Demand  Registrations.  The Company may postpone for up
to 120 days the filing or the  effectiveness  of a Registration  Statement for a
Demand  Registration,  if the Board of Directors of the Company  determines that
such Demand Registration would reasonably be expected to have a material adverse
effect on any  proposal  or plan by the  Company or any of its  subsidiaries  to
engage in any business combination,  acquisition, disposition or other strategic
transaction.  In such event,  the Company shall provide a certificate  signed by
the  President  of the  Company  to the  Demand  Holders  requesting  the Demand
Registration  stating  that,  in the  good  faith  discretion  of the  Board  of
Directors of the Company,  it would not be in the best  interests of the Company
for such  Registration  Statement  to be filed on or before  the date the filing
would  otherwise be required and the Demand  Holder will be entitled to withdraw
its  request  for  the  Demand  Registration.  If the  request  for  the  Demand
Registration is so withdrawn,  such Demand Registration  request shall not count
as a Demand  Registration  request  hereunder.  The Company may not exercise its
right to delay a request more than once in any consecutive period of 365 days.

     (g) Registration of Other  Securities.  Whenever the Company shall effect a
registration  pursuant to this Section 2, no securities  other than  Registrable
Securities shall be included among the securities  covered by such  registration
unless,  (i) in the case of the Required  Registration,  all of the Holders,  or
(ii) in the case of a Demand  Registration,  the Demand Holders which  requested
such Demand  Registration,  shall have  consented in writing to the inclusion of
such other securities and, in the case of a Demand  Registration,  if such other
securities are included and the managing  underwriter  advises the Company that,
in its opinion,  the number of securities  requested to be included exceeds what
can be sold, such other securities  shall be first excluded,  pro rata among the
holders  of such other  securities  before the  provisions  of Section  2(d) are
applied. In no event shall any Registrable  Securities issued upon conversion of
the  Preferred  Stock be  excluded  from the  Required  Registration  due to the
inclusion of other securities.

     (h)  Other  Registration  Rights.  Except  as  otherwise  provided  in this
Agreement,  the  Company  will not grant to any Persons the right to request the
Company to register  any equity  securities  of the Company,  or any  securities
convertible or exchangeable into or exercisable for such securities, without the
written consent of Holders then holding a majority of the Registrable Securities
held by all such  Holders  which  would be  reasonably  likely  to be  adversely
affected  by the  grant of any such  superior  rights  by any such  inconsistent
agreement;  provided,  however,  that the Company may grant rights substantially
similar to the right to request a  Piggyback  Registration  pursuant  to Section
3(a),  with  respect to the Common Stock  issued  pursuant to any stock  options
granted by the Company,  but only if such rights are expressly  subordinated  to
the rights of the Holders pursuant to Section 3 hereof.

3.   Piggyback Registration.

     (a) Right to Piggyback. If the Company at any time proposes to register any
securities under the Securities Act (other than registrations on Form S-4 or S-8
of the  Commission  or the  equivalent  thereof)  for its own account or for the
account  of  another   (except  for  the  Required   Registration  or  a  Demand
Registration) and the form of Registration  Statement to be used may be used for
the registration of Registrable Securities, the Company will give prompt written
notice to all Holders which are holders of Registrable  Securities of its intent
to do so.  Within 30 days after  receipt of such  notice,  any Holder which is a
holder of Registrable  Securities  may by written notice to the Company  request
the  registration  by the  Company  under  the  Securities  Act  of  Registrable
Securities in connection  with such proposed  registration  by the Company under
the  Securities  Act (a "Piggyback  Registration").  Such written  notice to the
Company shall specify the Registrable  Securities  intended to be disposed of by
such Holders and the intended  method of distribution  thereof.  Upon receipt of
such  request,  the  Company  will use its best  efforts to  register  under the
Securities  Act  all  Registrable  Securities  which  the  Company  has  been so
requested to register,  to the extent requisite to permit the disposition of the
Registrable  Securities so to be registered;  provided,  however, that if at any
time after giving notice of its intent to register securities and before pricing
of the sale of such  securities,  the Company  determines  for any reason not to
register or to delay  registration  of such  securities,  the Company shall give
notice  of  such   determination  to  the  Holders   requesting  such  Piggyback
Registration,  and,  thereupon,  (i)  in  the  case  of a  determination  not to
register,  the  Company  shall be  relieved of its  obligation  to register  any
Registrable  Securities in connection with such Piggyback  Registration (but not
from its obligation to pay registration  expenses  pursuant to Section 5 hereof)
without  prejudice,  however,  to  the  rights  of  any  Holder  or  Holders  of
Registrable Securities entitled to request that such registration be effected as
a  Demand  Registration  under  Section  2  hereof,  and  (ii) in the  case of a
determination  to delay  registering,  the  Company  may delay  registering  any
Registrable  Securities  for the same  period as the delay in  registering  such
other  securities.  No registration  effected under this Section 3 shall relieve
the Company of its obligation to effect the Required  Registration or any Demand
Registration upon request under Section 2(b) hereof.

     (b) Selection of Underwriters. The underwriters of any offering pursuant to
a Piggyback Registration shall be one or more  nationally-recognized  investment
banking firms selected by the Company.

     (c)  Priority  in  Piggyback  Registrations.  If the  managing  underwriter
advises the Company in writing that, in its opinion,  the number of  Registrable
Securities  requested to be included in the Piggyback  Registration exceeds what
can be sold in such  offering at a price  reasonably  acceptable  to the Company
(and, if  applicable,  the holders of the Company's  securities  initiating  the
Piggyback  Registration),  then  the  Company  will  include  in such  Piggyback
Registration  the  number of  Registrable  Securities  which the  Company  is so
advised can be sold in such  offering,  which shall be allocated pro rata on the
basis of the number of shares of the Common  Stock so proposed to be sold and so
requested to be included.

     If the managing  underwriter  advises the Company in writing  that,  in its
opinion,  the number of  Registrable  Securities  requested  to be included in a
Piggyback  Registration  by Holders who are members of Management of the Company
should be  reduced,  then the  Company  will  reduce the  number of  Registrable
Securities requested to be sold by such Persons on a pro rata basis.

     In the event any  Registrable  Securities  of any Holders are excluded from
registration as a result of the foregoing provisions, then such Persons shall be
entitled to sell,  on a pro rata basis,  the  excluded  Registrable  Securities,
prior  to any  other  Registrable  Securities,  pursuant  to  the  underwriters'
over-allotment option.

     Except as provided in the last sentence of this paragraph and the preceding
paragraph, no Registrable Securities excluded from the underwriting by reason of
the underwriter's  marketing  limitation shall be included in such registration.
If any Holder  disapproves  of the terms of the  underwriting,  such  Person may
elect  to  withdraw   therefrom  by  written  notice  to  the  Company  and  the
underwriters.  The  Registrable  Securities so withdrawn from such  underwriting
shall also be withdrawn from such registration;  provided,  however,  that if by
the  withdrawal of such  Registrable  Securities a greater number of Registrable
Securities held by other Holders may be included in such registration (up to the
maximum of any limitation imposed by the  underwriters),  then the Company shall
offer  to  all  Holders  who  have  included   Registrable   Securities  in  the
registration the right to include additional  Registrable Securities in the same
proportion used above in determining the underwriters' limitation.

4.   Registration Procedures.

     (a) Company Covenants. Whenever the Company is hereunder required to effect
the registration under the Securities Act of any Registrable  Securities,  or to
use its best efforts to effect the registration  under the Securities Act of any
Registrable Securities, as provided in Section 2 or Section 3, the Company will:

     (i)  prepare and file with the Commission as soon as practical,  but in any
          event,   with  respect  to  any  Demand   Registration   or  Piggyback
          Registration,  no later than 90 days after  receipt of an  appropriate
          request in the exercise of its  commercially  reasonable best efforts,
          the requisite  Registration  Statement to effect such registration and
          thereafter use its best efforts to cause such  Registration  Statement
          to become  effective,  provided that the Company may  discontinue  any
          registration of its securities  which are not  Registrable  Securities
          (and,  under the  circumstances  specified  in  Subsection  3(a),  its
          securities which are Registrable  Securities) at any time prior to the
          effective  date  of  the  Registration   Statement  relating  thereto;
          provided,  however,  that before filing a  Registration  Statement the
          Company will furnish the Holders of Registrable  Securities covered by
          such  Registration  Statement,  the  underwriters,  if  any,  and  any
          attorney,  accountant  or other agent  retained by any such Holders of
          Registrable   Securities  or  underwriters  (a)  copies  of  all  such
          documents  proposed to be filed,  and (b) if requested,  financial and
          other  information  required by the  Commission to be included in such
          Registration Statement and all financial and other records,  pertinent
          corporate documents and properties of the Company customarily reviewed
          in connection with an underwritten registration;



<PAGE>


     (ii) prepare and file with the Commission  such  amendments and supplements
          to such  Registration  Statement and the prospectus used in connection
          therewith  as may be  necessary  to keep such  Registration  Statement
          effective and comply with the  provisions of the  Securities  Act with
          respect  to  the  disposition  of  all  securities   covered  by  such
          Registration  Statement until the earlier of (a) such time as all such
          securities  have been  disposed  of in  accordance  with the  intended
          methods  of  disposition  by the  sellers  thereof  set  forth in such
          Registration  Statement  and (b) the  expiration  of 180 days from the
          date such Registration Statement first becomes effective (exclusive of
          any period  during which the Holders are  prohibited  or impaired from
          disposition of  Registrable  Securities by reason of the occurrence of
          any event  described  in  Section  4(a)(v)(a),  Section  4(a)(vii)  or
          Section  4(c)),  at which  time the  Company  shall  have the right to
          deregister any of such securities which remain unsold;  provided, that
          the Company shall be deemed not to have used all reasonable efforts to
          keep a Registration  Statement  effective during the applicable period
          if it voluntarily takes any action that results in the selling Holders
          of the Registrable  Securities  covered thereby not being able to sell
          such Registrable Securities during that period;

     (iii)furnish  to each  seller of  Registrable  Securities  covered  by such
          Registration  Statement and each  underwriter,  if any, such number of
          conformed copies of the Registration Statement,  and of each amendment
          and  supplement  thereto,  such  number of  copies  of the  prospectus
          contained  in such  Registration  Statement  and any other  prospectus
          filed under Rule 424 under the Securities  Act, in conformity with the
          requirements  of the Securities  Act, and such other documents as such
          seller may reasonably  request (and the Company hereby consents to the
          use  of,  in  accordance  with  all  applicable   laws,  each  of  the
          Registration  Statement and any amendments  thereto and any prospectus
          and any supplement  thereto by each such seller and  underwriters,  if
          any,  in  connection   with  the  offering  and  sale  of  Registrable
          Securities covered by such Registration Statement);

     (iv) use its best efforts to register or qualify all securities  covered by
          such  Registration  Statement under such other  securities or blue sky
          laws of jurisdictions as each seller thereof shall reasonably request,
          to keep such  registration or  qualification  in effect for so long as
          the Registration  Statement  remains in effect,  and to take any other
          action which may be  reasonably  necessary or advisable to enable such
          seller to consummate  the  disposition  in such  jurisdictions  of the
          securities owned by such seller, except that the Company shall not for
          any such  purpose be required to (a) qualify  generally to do business
          as a foreign  corporation in any jurisdiction  wherein it would not be
          obligated  to be  so  qualified  but  for  the  requirements  of  this
          subsection;  or (b) consent to general  service of process in any such
          jurisdiction; (v) use its best efforts to (a) obtain the withdrawal of
          any order suspending the effectiveness of such Registration  Statement
          or sales  thereunder  at the earliest  possible time and (b) cause all
          Registrable  Securities  covered by such Registration  Statement to be
          registered  with or  approved by such other  governmental  agencies or
          authorities  of United  States  jurisdictions  as may be  necessary to
          enable  the seller  thereof  to  consummate  the  disposition  of such
          Registrable Securities;

     (vi) furnish to each seller of Registrable Securities a signed counterpart,
          addressed to such seller and the underwriters, of:

          1)   an opinion of counsel for the Company dated the effective date of
               the Registration  Statement (and dated the closing date under the
               underwriting  agreement),  reasonably  satisfactory  in form  and
               substance to such seller, and

          2)   a "comfort  letter" dated the effective date of the  Registration
               Statement  (and  dated the date of the  pricing  and the  closing
               under the  underwriting  agreement),  signed  by the  independent
               public  accountants  who have  certified the Company's  financial
               statements  included  in such  Registration  Statement,  covering
               substantially  the same  matters  as are  customarily  covered in
               opinions of issuer's counsel and in such letters delivered to the
               underwriters in underwritten public offerings of securities, and,
               in the case of the legal opinion,  such other legal matters, and,
               in the  case  of  the  "comfort  letter,"  such  other  financial
               matters,  as  such  sellers  or the  underwriter  may  reasonably
               request;

          (vii)at any time when a prospectus  relating thereto is required to be
               delivered  under  the  Securities  Act,  notify  each  seller  of
               Registrable  Securities  covered by such  Registration  Statement
               promptly after the Company discovers that the prospectus included
               in such  Registration  Statement  as then in effect  includes  an
               untrue  statement of a material fact or omits to state a material
               fact  required  to be stated  therein  or  necessary  to make the
               statements   therein   not   misleading   in  the  light  of  the
               circumstances  under which they were made,  and at the request of
               any such  seller  promptly  prepare  and furnish to such seller a
               reasonable number of copies of a supplement to or an amendment of
               such  prospectus  as may be  necessary  so  that,  as  thereafter
               delivered to the purchasers of such  securities,  such prospectus
               shall not include 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 not  misleading in the
               light of the circumstances under which they were made;



<PAGE>


          (viii)  comply  with  all  applicable  rules  and  regulations  of the
               Commission and make available to its security holders an earnings
               statement  satisfying  the  provisions  of  Section  11(a) of the
               Securities  Act and  Rule 158  thereunder  (or any  similar  rule
               promulgated under the Securities Act) no later than 45 days after
               the end of any  12-month  period (or 90 days after the end of any
               12-month period if such period is a fiscal year) (or in each case
               within such  extended  period of time as may be  permitted by the
               Commission for filing the applicable  report with the Commission)
               (a)  commencing  at the  end  of  any  fiscal  quarter  in  which
               Registrable  Securities  are  sold  to  underwriters  in  a  firm
               commitment  or best efforts  underwritten  offering or (b) if not
               sold to underwriters in such an offering, commencing on the first
               day  of  the  first  fiscal  quarter  of the  Company  after  the
               effective  date  of  a  Registration  Statement,  which  earnings
               statements shall cover such 12-month period;

          (ix) promptly (but in any event,  within three  business  days) notify
               the selling Holders of Registrable Securities,  their counsel and
               the  managing  underwriters,  if any,  and confirm such notice in
               writing:

               1)   when  a  prospectus  or  any  supplement  or  post-effective
                    amendment  to such  prospectus  has  been  filed  and,  with
                    respect to a  Registration  Statement or any  post-effective
                    amendment thereto, when the same has become effective;

               2)   of any  request by the  Commission  or any other  Federal or
                    state  governmental  authority for amendments or supplements
                    to a  Registration  Statement or related  prospectus  or for
                    additional information;

               3)   of  the  issuance  by  the  Commission  of  any  stop  order
                    suspending the effectiveness of a Registration  Statement or
                    of  any  order  preventing  or  suspending  the  use  of any
                    prospectus  or  the  initiation  of any  proceedings  by any
                    Person for that purpose;

               4)   if at any time the  representations  and  warranties  of the
                    Company  contemplated by Section 4(b) below cease to be true
                    and correct in any material respect;

               5)   of the  receipt  by the  Company  of any  notification  with
                    respect to the suspension of the  qualification or exemption
                    from qualification of a Registration Statement or any of the
                    Registrable   Securities   for  offer  or  sale   under  the
                    securities  or blue  sky  laws of any  jurisdiction,  or the
                    contemplation,  initiation or threatening, of any proceeding
                    for such purpose;



<PAGE>

               6)   of the happening of any event that makes any statement  made
                    in  such  Registration  Statement  untrue  in  any  material
                    respect or that  requires  the making of any changes in such
                    Registration  Statement  so  that it will  not  contain  any
                    untrue  statement  of a  material  fact or omit to state any
                    material fact required to be stated  therein or necessary to
                    make the statements  therein,  in light of the circumstances
                    under which they were made (in the case of any  prospectus),
                    not misleading; and

               7)   of   the   Company's   reasonable   determination   that   a
                    post-effective  amendment to a Registration  Statement would
                    be appropriate.

          (x)  if requested by the managing underwriters, if any, or a Holder of
               Registrable  Securities  being sold,  promptly  incorporate  in a
               prospectus,    supplement   or   post-effective   amendment   any
               information as the managing underwriters, if any, and the Holders
               of a majority of the Registrable Securities being sold reasonably
               request  to be  included  therein  relating  to the  sale  of the
               Registrable    Securities,    including,    without   limitation,
               information  with respect to the number of shares of  Registrable
               Securities being sold to  underwriters,  the purchase price being
               paid therefor by such  underwriters and with respect to any other
               terms of the underwritten offering of the Registrable  Securities
               to be sold in such  offering,  and make all  required  filings of
               such prospectus,  supplement or post-effective amendment promptly
               following  notification of the matters to be incorporated in such
               supplement or post-effective  amendment;  furnish to each selling
               Holder of Registrable  Securities  and the managing  underwriter,
               without  charge,  at least one  signed  copy of the  Registration
               Statement;

          (xii)cooperate with the selling Holders of Registrable  Securities and
               the  managing  underwriters,  if any,  to  facilitate  the timely
               preparation  and  delivery  of  certificates   representing   the
               Registrable Securities not bearing any restrictive legends and in
               a form eligible for deposit with The Depository  Trust Company to
               be sold,  and cause  such  Registrable  Securities  to be in such
               denominations  and  registered  in  such  names  as the  managing
               underwriters,  if any, or holder of  Registrable  Securities  may
               request  at  least  three  business  days  prior  to any  sale of
               Registrable Securities to the underwriters;

          (xiii) cooperate with each seller of Registrable Securities covered by
               any  registration   statement  and  each  underwriter,   if  any,
               participating in the disposition of such  Registrable  Securities
               and their respective counsel in connection with any filings to be
               made with the NASD;

          (xiv)use all reasonable  efforts to take all other steps  necessary to
               effect the registration of the Registrable  Securities covered by
               the Registration Statement contemplated hereby;

          (xv) provide and cause to be maintained a transfer agent and registrar
               for all  Registrable  Securities  covered  by  such  Registration
               Statement and a CUSIP number from and after a date not later than
               the effective date of such Registration Statement; and

          (xvi)use its best efforts to list all Registrable  Securities  covered
               by such  Registration  Statement on all securities  exchanges and
               inter-dealer quotation systems on which similar securities issued
               by the  Company are then listed or quoted and, if not then listed
               or quoted on a nationally-recognized  securities exchange, to use
               its commercially  reasonable best efforts to list the Registrable
               Securities covered by such Registration Statement on a nationally
               recognized  United  States  securities  exchange  or on the  NASD
               automated  quotation  system by December 31, 2001, and, if listed
               on the NASD automated  quotation system,  use its best efforts to
               secure designation of all such Registrable  Securities covered by
               such  Registration  Statement as a NASDAQ "national market system
               security"  within the meaning of Rule 11 Aa2-1 under the Exchange
               Act, or failing that, to secure NASDAQ  authorization and without
               limiting  the  foregoing,  use its best efforts to arrange for at
               least two market  makers to register as such with respect to such
               Registrable  Securities  with the NASD,  and shall take any other
               action  reasonably  necessary  or  advisable  to  facilitate  the
               disposition of such Registrable Securities.

     The Company may require each seller of  Registrable  Securities as to which
any  registration  is being  effected to furnish the  Company  such  information
regarding such seller and the distribution of such securities as the Company may
request.  Any Person  participating  in the  Required  Registration,  any Demand
Registration  or any  Piggyback  Registration  must  (a)  agree  to  sell  their
securities on the basis provided in the underwriting  agreement and (b) complete
and execute all  documents  required  under this  Agreement or the  underwriting
agreement.

     Each  Holder of  Registrable  Securities  agrees  that upon  receipt of any
notice from the Company of the  happening of any event of the kind  described in
subparagraph  (vii)  of this  Subsection  4(a),  such  Holder  will  discontinue
immediately such Holder's disposition of securities pursuant to the Registration
Statement  until such  Holder  receives  copies of the  supplemented  or amended
prospectus  contemplated by such  subparagraph  (vii) and, if so directed by the
Company,  will  deliver to the  Company all copies,  other than  permanent  file
copies,  then in such  Holder's  possession of the  prospectus  relating to such
Registrable Securities current at the time of receipt of such notice.

     (b)  Underwriting  Agreement.  The Company will enter into an  underwriting
agreement  with the  underwriters,  if any,  for any  offering  pursuant  to the
Required  Registration,  a Demand  Registration  or a Piggyback  Registration if
requested by the underwriters so to do. The underwriting  agreement will contain
such  representations  and warranties by the Company and such other terms as are
generally   prevailing   at  such   time   in   underwriting   agreements   (and
indemnification and contribution  provisions  substantially similar to Section 6
herein).  The  Holders  of  Registrable  Securities  to be  distributed  by  the
underwriters  shall be parties to such underwriting  agreement and may, at their
option,  require that any or all of the representations,  warranties,  and other
agreements  by the  Company to and for the benefit of the  underwriters  also be
made to and for the benefit of such Holders of  Registrable  Securities and that
any or all of the conditions  precedent to the obligations of such  underwriters
under such underwriting  agreement be conditions precedent to the obligations of
such Holders of Registrable  Securities,  to the extent such terms are generally
prevailing at such time in  underwriting  agreements.  No Holder of  Registrable
Securities  who is not an  Affiliate  of the  Company  shall be required to make
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 representations required by law.

     (c) Holdback  Agreements.  The Company  agrees (x) not to effect any public
sale or distribution of its equity securities or securities  convertible into or
exchangeable  or exercisable  for any of such  securities  during the seven days
prior  to  and  the  120  days  after  any  Demand   Registration  or  Piggyback
Registration has become effective, except as part of such Demand Registration or
Piggyback Registration, as the case may be, and except pursuant to registrations
on Form S-4, S-8 or any  successor or similar  forms  thereto and (y) to use its
best efforts to cause each holder of at least 5% of its equity  securities (on a
fully-diluted  basis),  or any securities  convertible  into or  exchangeable or
exercisable for any such securities, to agree not to effect any such public sale
or  distribution  of such  securities  during such  period,  unless the managing
underwriter otherwise agrees to such sale or distribution.

     (d)  Preparation:   Reasonable   Investigation.   In  connection  with  the
preparation and filing of each  Registration  Statement under the Securities Act
pursuant to this  Agreement,  the Company  will give the Holders of  Registrable
Securities to be registered under such Registration Statement,  the underwriters
and their respective counsel and accountants,  the opportunity to participate in
preparing the Registration  Statement and, in the case of any Holder which m its
reasonable  judgment might be deemed to be an underwriter or controlling  person
of the Company,  to require the insertion  therein of material  furnished to the
Company in writing which,  in the reasonable  judgment of such Holders and their
counsel,  should be included.  The Company will also give the  underwriters  and
their respective  counsel and accountants and any Holder which in its reasonable
judgment  might be  deemed to be an  underwriter  or  controlling  person of the
Company  such access to its books and records and  opportunities  to discuss the
business of the Company  with the  Company's  officers  and  independent  public
accountants who have certified the Company's  financial  statements as shall, in
the opinion of such  Holders'  and such  underwriters'  respective  counsel,  be
necessary  to  conduct a  reasonable  investigation  within  the  meaning of the
Securities  Act. The Company will not file any  Registration  Statement to which
the Holders of at least a majority of the Registrable Securities covered by such
Registration Statement or the underwriters, if any, shall for reasonable reasons
object.

     (e) Rule 144. If the Company files a Registration Statement pursuant to the
Securities Act or Section 12 of the Exchange Act, the Company will also file the
reports required to be filed by it under the Securities Act and the Exchange Act
to enable the Holders to sell their Registrable  Securities without registration
under the Securities Act and within the exemptions provided under the Securities
Act by Rule 144 or any  similar  rule or  regulation  hereafter  adopted  by the
Commission.  Upon the  request  of any  Holder of  Registrable  Securities,  the
Company  will  deliver to such Holder a written  statement  as to whether it has
complied with such requirements.

5.   Registration  Expenses.  The Company will bear all expenses incident to the
     Company's  performance  of or compliance  with this  Agreement,  including,
     without limitation, all registration,  filing and NASD fees, all securities
     and blue sky compliance fees and expenses,  all word  processing  expenses,
     duplicating expenses, printing expenses,  engraving expenses, messenger and
     delivery  expenses,  all Company general and administrative  expenses,  all
     Company counsel and accountants' fees and disbursements, all special audit,
     financial statement and reconstruction costs, all comfort letter costs, all
     underwriter fees and  disbursements  customarily paid by issuers or sellers
     of securities (including fees paid to a "qualified independent underwriter"
     required by the rules of the NASD in connection with a  distribution),  all
     "road show"  expenses and  allocations  and such expenses for other Persons
     retained by the Company,  and all  reasonable  fees and expenses of one law
     firm  representing the Holders of Registrable  Securities  included in such
     registration,  which counsel shall be selected by the Holders of a majority
     of the Registrable Securities included in such registration,  but excluding
     discounts,  commissions or fees of underwriters,  selling  brokers,  dealer
     managers,   sales  agents  or  similar  securities  industry  professionals
     relating  to the  distribution  of  Registrable  Securities,  all  fees and
     expenses of each law firm serving as counsel to the sellers of  Registrable
     Securities (other than the Company) included in the Registration  Statement
     other than the counsel which shall be selected by the Holders of a majority
     of the Registrable  Securities  included in such  registration  pursuant to
     this Section 5 and applicable  transfer taxes, if any, which shall be borne
     by the sellers of the Registrable Securities being registered in all cases.

6.   Indemnification.

     (a)   Indemnification  by  the  Company.  In  the  event  of  the  Required
Registration  or any Demand  Registration  or any Piggyback  Registration of any
Registrable  Securities  under the Securities Act the Company shall,  and hereby
does,  indemnify  and hold harmless  each seller of any  Registrable  Securities
covered by the  Registration  Statement  with  respect  thereto,  such  seller's
partners,  directors,   fiduciaries,   officers  and  agents,  each  underwriter
(including any "qualified independent  underwriter" required by the rules of the
NASD) of the offering or sale of such  securities,  and each Person who controls
such seller or underwriter within the meaning of the Securities Act, against any
losses,  costs,  claims,  damages or liabilities  (including  without limitation
reasonable  attorneys'  fees and other costs and expenses  incurred in defending
any such  claim)  to which  such  seller,  partner,  director,  officer,  agent,
underwriter or controlling  Person, as the case may be, may become subject under
the Securities Act or otherwise,  insofar as such losses, costs, claims, damages
or liabilities (or actions or proceedings,  whether commenced or threatened,  in
respect  thereof or any of the foregoing  incurred in settlement of  litigation)
arise out of or are based upon an untrue  statement or alleged untrue  statement
of  material  fact  contained  in the  Registration  Statement  under which such
Registrable  Securities  were sold or an omission  or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading or any violation or alleged  violation by the
Company of any federal, state or common law rule or regulation applicable to the
Company in connection  with such  registration,  and the Company will  reimburse
each such indemnified Person for expenses  reasonably incurred by it (including,
without  limitation,  costs of investigation and reasonable  attorneys' fees and
disbursements) in connection with defending such loss, claim, damage, liability,
action or proceeding; provided, however, that the Company shall not be liable in
any such case for any losses, costs, claims, damages, liabilities (or actions or
proceedings in respect thereof or any of the foregoing incurred in settlement of
litigation) or expenses which arise out of or are based upon an untrue statement
or alleged untrue  statement or omission or alleged omission made by the Company
in  such  Registration  Statement  in  reliance  upon  and  in  conformity  with
information  furnished to the Company by such Person through an instrument  duly
executed  by  such  Person  specifically  stating  that  it is  for  use  in the
preparation thereof; and provided, further, that the Company shall not be liable
to and does not indemnify any underwriter in the offering or sale of Registrable
Securities,  or any Person who controls an underwriter within the meaning of the
Securities Act, in any such case to the extent that any such loss, costs, claim,
damage,  liability  (or action or  proceeding  in respect  thereof or any of the
foregoing  incurred in settlement of  litigation)  or expense arises out of such
Person's failure to send or give a copy of the final prospectus, as the same may
be  supplemented  or amended,  to the Person  asserting  an untrue  statement or
alleged  untrue  statement  or omission  or alleged  omission at or prior to the
written  confirmation of the sale of Registrable  Securities to such Person,  if
such  statement  or  omission  was  corrected  in such  final  prospectus.  This
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of an indemnified  party, and shall survive the transfer of
such Registrable Securities by the seller thereof.

     (b) Indemnification by the Sellers. The Company may require, as a condition
to including any Registrable Securities in any Registration Statement,  that the
Company receive an undertaking satisfactory to it from the prospective seller of
such Registrable Securities,  to indemnify and hold harmless (in the same manner
and to the same  extent as set forth in  subsection  (a) of this  Section 6) the
Company, its directors, its officers,  agents,  Affiliates and each other Person
who controls the Company within the meaning of the Securities  Act, with respect
to any  statement or alleged  statement in or omission or alleged  omission from
such Registration  Statement, if such statement or alleged statement or omission
or alleged  omission was made in reliance  upon and in  conformity  with written
information furnished to the Company through an instrument duly executed by such
seller  specifically  stating  that  it is for  use in the  preparation  of such
Registration Statement. The prospective sellers' obligation to indemnify will be
several,  not joint and several,  among such  sellers and the  liability of each
such seller of Registrable  Securities  shall be in proportion to and limited to
the net amount  received by such seller from the sale of Registrable  Securities
pursuant to such  Registration  Statement.  This indemnity  shall remain in full
force and effect,  regardless of any  investigation  made by or on behalf of the
Company, its directors, officers, agents, Affiliates or controlling Persons, and
shall survive the transfer of such Registrable Securities by the seller thereof.

     (c) Notices of Claims,  Etc. Promptly after receipt by an indemnified party
of notice of the  commencement  of any action or  proceeding  involving  a claim
referred to in Section 6(a) or Section 6(b), such  indemnified  party will, if a
claim in respect  thereof  is to be made  against an  indemnifying  party,  give
written notice to the latter of the commencement of such action.  The failure of
any  indemnified  party to give notice as provided  herein shall not relieve the
indemnifying  party of its obligations under the preceding  subdivisions of this
Section  6,  except  to  the  extent  that a  court  of  competent  jurisdiction
determines that the indemnifying  party is materially  prejudiced by the failure
to give such,  notice. In case any such action is brought against an indemnified
party,  unless in such  indemnified  party's  reasonable  judgment a conflict of
interest between such indemnified  party and the indemnifying  parties may exist
in  respect  of  such  claim,  the  indemnifying  party  shall  be  entitled  to
participate  in and to  assume  the  defense  thereof,  jointly  with any  other
indemnifying  party  similarly  notified  to the extent  that it may wish,  with
counsel reasonably  satisfactory to the indemnified party. After notice from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof,  the indemnifying  party shall not be liable for any settlement
made by the  indemnified  party without its consent  (which  consent will not be
unreasonably  withheld) or for any legal or other expenses subsequently incurred
by the indemnified party in connection with the defense thereof unless the named
parties to any such action,  claim or proceeding  include any indemnified  party
and the indemnifying  party or an Affiliate of the indemnifying  party, and such
indemnified  party shall have been  advised by counsel that either (a) there may
be one or more legal  defenses  available to it which are  different  from or in
addition to those available to the indemnifying party or such Affiliate or (b) a
conflict of interest may exist if such counsel represents such indemnified party
and the indemnifying party or its Affiliate in which case the indemnifying party
shall  not have the right to assume  the  defense  thereof  and  counsel  of the
indemnified party shall be at the expense of the indemnifying  party;  provided,
however,  if  at  any  time  an  indemnified  party  shall  have  requested  the
indemnifying  party to assume the defense of any such action or to  reimburse it
for indemnified  expenses and the indemnifying party shall not have done so, the
indemnifying  party  agrees  that it shall be liable for any  settlement  of any
losses, costs, claims, damages or liabilities of the nature contemplated by this
Section 6 effected without its written consent if (x) such settlement is entered
into more than 45 days after receipt by the indemnifying  party of the aforesaid
request,  (y) the indemnifying  party shall have received notice of the terms of
such  settlement at least 30 days prior to such  settlement  being entered into,
and (z) the indemnifying  party shall not have assumed defense of the matter, or
reimbursed  the expenses,  in accordance  with such request prior to the date of
settlement.  No indemnifying party shall, without the consent of the indemnified
party,  consent to entry of any judgment or enter into any settlement which does
not  include as an  unconditional  term  thereof  the giving by the  claimant or
plaintiff to such  indemnified  party of a release from all liability in respect
to  such  claim  or  litigation.   An  indemnifying  party's  liability  to  any
indemnified  party hereunder shall not be extinguished  solely because any other
indemnified party is not entitled to indemnity hereunder.

     (d) Other Indemnification. The indemnification similar to that specified in
the preceding  subsections  of this Section 6 (with  appropriate  modifications)
shall be given by the  Company and each seller of  Registrable  Securities  with
respect to any required  registration or other qualification of securities under
any Federal or state law or regulation of any governmental  authority other than
the Securities Act.

     (e) Indemnification  Payments. The indemnification required by this Section
6 shall be made by periodic  payments of the amount thereof during the course of
the investigation or defense,  as and when bills are received or expense,  loss,
cost, damage or liability is incurred.

     (f) Contribution.  If the indemnification provided for in this Agreement is
for any reason  unavailable or  insufficient  to indemnify an indemnified  party
under Subsection  6(a),  Subsection 6(b) or Subsection 6(d) hereof in respect of
any loss,  claim,  damage or  liability,  or any action in respect  thereof,  or
referred to therein, then each indemnifying party shall, in lieu of indemnifying
such party,  contribute  to the amount  payable by such  indemnified  party as a
result of such loss, claim,  damage or liability,  or action in respect thereof,
in a proportion which reflects:  (i) the relative  benefits  received on the one
hand by the  Company  and on the other hand by the  Holders  of the  Registrable
Securities  covered by the Registration  Statement;  and (ii) the relative fault
with respect to the statements or omissions which resulted in such loss,  claim,
damage  or  liability,  or  action in  respect  thereof,  on the one hand of the
Company  and on the other  hand of the  Holders  of the  Registrable  Securities
covered by the Registration  Statement,  as well as any other relevant equitable
considerations.

     The relative benefits received shall be deemed to be in the same proportion
which  the  total  proceeds  from  the  offering  of  the  securities   (net  of
underwriting  discounts and commissions but before deducting  expenses) received
by the Company bears to the total  proceeds from the offering of the  securities
(net of underwriting  discounts and commissions but before  deducting  expenses)
received  by the  Holders of the  Registrable  Securities  with  respect to such
offering,  and in each case, such net proceeds received from such offering shall
be  determined  as set forth on the table of the cover  page of the  prospectus.
Notwithstanding  the provisions of this section,  no Holder shall be required to
contribute any amount in excess of the proceeds (net of  underwriting  discounts
and commissions but before  deducting  expenses)  received by such Holder in the
registration.

     The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company  or by the  Holders  of the  Registrable  Securities;  the intent of the
parties;  the parties' relative  knowledge;  the parties' access to information;
and the parties'  opportunity  to correct or prevent such statement or omission.
The  Company and the Holders  agree that it would not be just and  equitable  if
contribution  pursuant to this Section 6 is determined by pro rata allocation or
by any other method of allocation which does not take into account the equitable
considerations referred to herein.

     No Person guilty of  "fraudulent  misrepresentation"  within the meaning of
Section 11 of the  Securities  Act shall be  entitled to  contribution  from any
Person who was not guilty of such fraudulent misrepresentation.

7.   Miscellaneous.

     (a) Amendments and Waivers.  This Agreement may be amended or waived by the
consent of the Company and the Holders  holding at least  seventy  five  percent
(75%) of the Registrable Securities then held by all of the Holders. Each holder
of any  Registrable  Securities at the time or thereafter  outstanding  shall be
bound by any consent  authorized by this  Subsection  7(a),  whether or not such
Registrable Securities shall have been marked to indicate such consent.

     (b) Nominees for Beneficial Owners. If Registrable Securities are held by a
nominee for the beneficial  owner thereof,  the beneficial owner thereof may, at
its  election,  be  treated  as the holder of such  Registrable  Securities  for
purposes of (i) any action by holders of Registrable Securities pursuant to this
Agreement and (ii) any  determination  of the number of  Registrable  Securities
held by any holders of Registrable Securities contemplated by this Agreement. If
the beneficial  owner of any Registrable  Securities so elects,  the Company may
require  assurances of such  beneficial  owner's  ownership of such  Registrable
Securities.

     (c) Notices. Any notice, request, instruction or other document to be given
hereunder  shall be in writing  (including  telecopy,  e-mail  transmission,  or
similar  writing) and shall be given to the party being notified at its address,
telecopy number, or e-mail address set forth on the signature pages hereof or to
any other  address as the party to whom  notice is to be given may  provide in a
written  notice to the party giving the notice,  a copy of which written  notice
shall be on file with the  Secretary  of the Company.  Each  notice,  request or
other  communication  shall be effective  if: (i) given by  telecopy,  or e-mail
transmission,  when that telecopy or e-mail  transmission  is transmitted to the
telecopy number or e-mail address  specified in this Section and the appropriate
answer back is received; (ii) given by mail, 72 hours after the communication is
deposited in the mails with first class postage prepaid  addressed as aforesaid;
or (iii) given by any other means,  when  delivered at the address  specified in
the signature pages to this Agreement.

     (d) Assignment.  The rights granted under this Agreement may be assigned or
otherwise  conveyed in whole or in part by any Holder of Registrable  Securities
to any  transferee  of  Registrable  Securities;  provided that in each case the
Company is given written notice of the transfer, stating the name and address of
said  transferee,  and the transferee  agrees in writing,  in form and substance
reasonably  satisfactory  to the Company,  to be bound by the provisions of this
Agreement to the same extent as the transferor. Upon any Distribution,  Obsidian
shall assign all of its rights  hereunder  to the  Partners  with respect to the
Registrable Securities distributed in each such Distribution.

     (e)  Descriptive  Heading.  The  descriptive  headings of the  sections and
paragraphs  of this  Agreement  are for  reference  only and  shall not limit or
otherwise affect the meaning hereof.

     (f) Governing Law. This  Agreement  shall be governed by, and construed and
enforced in accordance with, the internal laws, and not the law of conflicts, of
the State of Indiana.

     (g)  WAIVER  OF  JURY  TRIAL.   THE   PARTIES   HERETO   IRREVOCABLY   AN])
UNCONDITIONALLY  WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING  RELATING
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREON.

     (h) Specific Performance.  The parties hereto acknowledge that there may be
no adequate  remedy at law if any party fails to perform any of its  obligations
hereunder,  and  accordingly  agree that each  party,  in  addition to any other
remedy to which it may be  entitled  at law or in equity,  shall be  entitled to
compel  specific  performance  of the  obligations of any other party under this
Agreement in accordance with the terms and conditions of this Agreement,  in any
court of the United States or any state thereof having jurisdiction.



<PAGE>


     (i) Counterparts.  This Agreement may be executed in multiple counterparts.
Each counterpart is an original,  but all counterparts shall together constitute
one and the same instrument.

     (j) Entire Agreement. This Agreement constitutes the entire agreement among
the parties hereto with respect to the content of this Agreement.

     (k)  Effectiveness.  This Agreement shall not become  effective  unless and
until  one or more  Holders  receives  shares of  Common  Stock or Common  Stock
Equivalents  upon the first  closing  of the  transactions  contemplated  by the
Acquisition Agreement.


                         [SIGNATURES ON FOLLOWING PAGE]


<PAGE>


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

                             DANZER CORPORATION


                             By:______________________________

                             Name:___________________________

                             Title:____________________________

                             Address:  Attn:____________________
                                       17599 York Road
                                       Hagerstown, Maryland 21740
                             Facsimile:________________________


                             OBSIDIAN CAPITAL PARTNERS, L.P.


                             By:_______________________________
                             Obsidian Capital Company, LLC,
                             Its general partner

                             By:________________________

                             Name:_____________________

                             Title:______________________

                             Address:     Attn:______________
                                          111 Monument Circle,
                                          Suite 3680
                                          Indianapolis, Indiana 46204
                             Facsimile:   (317) 237-0137


<PAGE>


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

                              DANZER CORPORATION


                              By:_____________________________

                              Name:___________________________

                              Title:____________________________

                              Address:  Attn:____________________
                                        17599 York Road
                                        Hagerstown, Maryland 21740
                              Facsimile:________________________


                              OBSIDIAN CAPITAL PARTNERS, L.P.


                              By:_______________________________
                              Obsidian Capital Company, LLC,
                              Its general partner

                              By:________________________

                              Name:______________________

                              Title:_______________________

                              Address:     Attn:_______________
                                           111 Monument Circle,
                                           Suite 3680
                                           Indianapolis, Indiana 46204
                              Facsimile:   (317) 237-0137



<PAGE>


                              CADEMA CORPORATION

                              By:_____________________________

                              Name:___________________________

                              Title:____________________________

                              Address:_________________________

                              Facsimile:________________________




                              --------------------------------
                              Barbe Butschek



                              THE NORTHERN TRUST COMPANY
                              F/B/O HEB INVESTMENT AND RETIREMENT
                              PLAN


                              By:_______________________________

                              Name:_____________________________

                              Title:______________________________

                              Address:___________________________

                              Facsimile:__________________________


<PAGE>


                              UW H.M. WITF
                              F/B/O SALLY WITT DUNCAN


                              By:_____________________________

                              Name:__________________________

                              Title:___________________________

                              Address:________________________

                              Facsimile:_______________________


                              CLEVELAND FAMILY LIMITED PARTNERSHIP


                              By:____________________________

                              By:______________________

                              Name:____________________

                              Title:_____________________

                              Address:__________________

                              Facsimile:_______________________


<PAGE>


                              DUNCAN SMITH CO.


                              By:____________________________

                              Name:_________________________

                              Title:__________________________

                              Address:_______________________

                              Facsimile:______________________


<PAGE>


                                    EXHIBIT A
                          SCHEDULE OF SECURITY HOLDERS*


                                              Shares of Common Stock or
         Name                                 Or Common Stock Equivalents

Obsidian Capital Partners, L.P.               3,352,963 shares
                                              of Preferred Stock

Cadema Corporation                            1,750,000 shares
                                              of Common Stock

Barbe Butschek                                23,640 shares
                                              of Common Stock

The Northern Trust Company
f/b/o HEB Investment and Retirement Plan      1,179,988 shares
                                              of Common Stock

UW H.M. Witt f/b/o Sally Witt Duncan          91,368 shares of
                                              Common Stock

Cleveland Family Limited Partnership          386,591 shares
                                              of Common Stock

Duncan Smith Co.                              10,000 shares of Series C
                                              Convertible Preferred Stock

*  Schedule includes all Common Stock Equivalents.