REGISTRATION RIGHTS AGREEMENT

                               BY AND AMONG

                        BLOWOUT ENTERTAINMENT, INC.

                               AS ISSUER AND

                            RENTRAK CORPORATION

                          AND THE OTHER INVESTORS

                           AND THE STOCKHOLDERS



                         DATED AS OF MAY 28, 1996
<PAGE>
                   REGISTRATION RIGHTS AGREEMENT


     This  Registration  Rights  Agreement (the "Agreement")  is  made  and
entered into as of May 25, 1996, by  and among Blowout Entertainment, Inc.,
a  Delaware  corporation (the "Issuer"),  Rentrak  Corporation,  an  Oregon
corporation   ("Rentrak"),   Streamlined   Solutions,   Inc.,   an   Oregon
corporation, Mortco  Inc.,  an Oregon corporation, and the persons named on
Attachment A hereto as the "Stockholders".

     This Agreement is made pursuant  to  an  Asset Purchase Agreement (the
"Asset  Purchase Agreement") by and between the  Issuer  and  Entertainment
One, Inc.,  a  Delaware  corporation ("E-One"), pursuant to which (i) E-One
sold all of its assets to  the Issuer and the Issuer assumed all of E-One's
liabilities in exchange for  shares  of  Common  Stock  of  the Issuer (the
"Closing Shares") and (ii) E-One adopted a plan of liquidation  pursuant to
which the Closing Shares were distributed to the Stockholders.  In order to
induce  E-One  to  consummate  the  transactions  contemplated by the Asset
Purchase  Agreement,  the  Issuer  has agreed to provide  the  registration
rights set forth in this Agreement.

     In  consideration of the mutual  covenants  and  agreements  contained
herein, the parties hereto agree as follows:

     1.   DEFINITIONS

     As used  in this Agreement, the following capitalized terms shall have
the following meanings:

          AFFILIATE:   Any  other Person directly or indirectly controlling
     or controlled by or under  direct or indirect common control with such
     specified  Person.   For  purposes   of   this  definition,  "control"
     (including,  with  correlative  meanings,  the   terms  "controlling,"
     "controlled by" and "under common control with"), as used with respect
     to any Person, shall mean the Possession, directly  or  indirectly, of
     the  power  to  direct  or  cause  the direction of the management  or
     policies  of  such Person, whether through  the  ownership  of  voting
     securities,  by  agreement  or  otherwise;  PROVIDED  that  beneficial
     ownership of 10% or more of the voting securities of a Person shall be
     deemed to be control.

          BOARD:  The Board of Directors of the Issuer.

          COMMON STOCK:   The  Common  Stock, par value $0.01 per share, of
     the Issuer.

          DEMAND NOTICE:  See Section 3(a) hereof.

          DEMAND REGISTRATION:  A registration  pursuant  to  Section  3(a)
     hereof.

          EXCHANGE  ACT:   The  Securities Exchange Act of 1934, as amended
     from time to time.

          HOLDER:  Any party hereto  (other than the Issuer) and any holder
     of Registrable Securities who agrees  in  writing  to  be bound by the
     provisions of this Agreement.

          INVESTORS:    Rentrak   and   any   of  its  direct  or  indirect
     Subsidiaries that hold Registrable Securities, collectively.

          IPO:   The  Issuer's  initial  public offering  of  Common  Stock
     pursuant to an effective registration statement or any Spin-Off.

          NASD:  National Association of Securities Dealers, Inc.

      PERSON:  An individual, partnership, limited liability company, joint
     venture,   corporation,  trust  or  unincorporated   organization,   a
     government or  any department, agency or political subdivision thereof
     or other entity.

          PIGGYBACK NOTICE:  See Section 4(a) hereof.

          PIGGYBACK REGISTRATION:   A  registration  pursuant  to Section 4
     hereof.

          PROSPECTUS:    The   prospectus   included  in  any  Registration
     Statement,  as amended or supplemented by  any  prospectus  supplement
     with respect  to  the  terms  of  the  offering  of any portion of the
     Registrable Securities covered by such Registration  Statement  and by
     all  other  amendments  and  supplements  to the prospectus, including
     post-effective amendments and all material  incorporated  by reference
     in such prospectus.

          REGISTRABLE SECURITIES:  All shares of Common Stock (a)  held  on
     the  date hereof by the Investors and the Stockholders as set forth in
     Attachment  A, (b) any shares of Common Stock issuable to Investors or
     the Stockholders  pursuant  to warrants which may be granted after the
     date hereof the Investors and the Stockholders pursuant to Section 4.4
     of the Asset Purchase Agreement  and  (c) any securities of the Issuer
     that may be issued or distributed with  respect  to, or in exchange or
     substitution for, or conversion of, such Common Stock described in (a)
     or (b) above and such other securities pursuant to  a  stock dividend,
     stock    split   or   other   distribution,   merger,   consolidation,
     recapitalization  or reclassification or otherwise; PROVIDED, HOWEVER,
     that  any  Registrable   Securities  shall  cease  to  be  Registrable
     Securities when (i) a Registration  Statement with respect to the sale
     of such Registrable Securities has been  declared  effective under the
     Securities Act and such Registrable Securities have  been  disposed of
     in  accordance  with  the  plan  of  distribution  set  forth  in such
     Registration   Statement,   (ii)   such   Registrable  Securities  are
     distributed  pursuant to Rule 144 (or any similar  provision  then  in
     force) under the  Securities  Act or (iii) such Registrable Securities
     shall have been otherwise transferred  and  new  certificates for them
     not bearing a legend restricting further transfer under the Securities
     Act  shall  have been delivered by the Issuer; and PROVIDED,  FURTHER,
     that any securities  that  have  ceased  to  be Registrable Securities
     cannot thereafter become Registrable Securities  and any security that
     is issued or distributed in respect of securities  that have ceased to
     be Registrable Securities is not a Registrable Security.

          REGISTRATION:  A Demand Registration or a Piggyback Registration.

          REGISTRATION EXPENSES:  See Section 7 hereof.

          REGISTRATION STATEMENT:  Any registration statement of the Issuer
     that  covers  any  of  the  Registrable  Securities  pursuant  to  the
     provisions of this Agreement, including the Prospectus, amendments and
     supplements  to such Registration Statement, including  post-effective
     amendments, all exhibits and all material incorporated by reference in
     such Registration Statement.

          SEC:  The Securities and Exchange Commission.

          SECURITIES ACT:  The Securities Act of 1933, as amended from time
     to time.

          SPIN-OFF:   A  spin-off  by Rentrak to its stockholders of all or
     substantially all of Rentrak's ownership interest in Issuer.

          STOCKHOLDERS:  All former  stockholders  of  E-One (other than an
     Investor)  who  received  shares  of  Common  Stock  pursuant  to  the
     dissolution and liquidation of E-One.

          SUBSIDIARY:   "Subsidiary"  means,  with respect to  any  Person,
     (i) any corporation, association or other  business  entity  of  which
     more  than  50%  of  the  total voting power of shares of Voting Stock
     thereof is at the time owned or controlled, directly or indirectly, by
     such Person or one or more  of  the  other Subsidiaries of that Person
     (or  a  combination thereof) and (ii) any  partnership  (a)  the  sole
     general partner  or  the  managing  general  partner  of which is such
     Person or a Subsidiary of such Person or (b) the only general partners
     of which are such Person or of one or more Subsidiaries of such Person
     (or any combination thereof).

          UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING:   A  sale  of
     securities  of  the  Issuer  to  an  underwriter for reoffering to the
     public.

     2.   SECURITIES SUBJECT TO THIS AGREEMENT

          (a)  REGISTRABLE  SECURITIES.  The  securities  entitled  to  the
     benefits of this Agreement are the Registrable Securities.

          (b) HOLDERS OF REGISTRABLE  SECURITIES.  A Person is deemed to be
     a Holder of Registrable Securities whenever such Person owns of record
     Registrable Securities or has the  right  to  acquire such Registrable
     Securities, whether or not such acquisition has actually been affected
     and  disregarding  any legal restrictions upon the  exercise  of  such
     right.

     3.   DEMAND REGISTRATION

          (a) RIGHT TO DEMAND;  DEMAND  NOTICES.  Subject to the provisions
     of  this  Section  3  at any time and from  time  to  time  commencing
     6 months after an IPO,  any Investor may make a written request to the
     Issuer for registration under and in accordance with the provisions of
     the Securities Act of all  or  part of the Registrable Securities held
     by the Investors.  Promptly upon  receipt  of any such request (but in
     no event more than five business days thereafter),  the  Issuer  shall
     serve  written  notice  (the  "Demand  Notice")  of  such registration
     request  to  all  Holders,  and  the  Issuer  shall  include  in  such
     registration all Registrable Securities of any Holder with respect  to
     which  the  Issuer has received written requests for inclusion therein
     within  10 days  after  the  Demand  Notice  has  been  given  to  the
     applicable Holders.  All requests made pursuant to this Section 3 will
     specify  the   aggregate   amount  of  Registrable  Securities  to  be
     registered and shall also specify  the intended methods of disposition
     thereof.

          (b)  ISSUER'S  RIGHT TO DEFER REGISTRATION.   If  the  Issuer  is
     requested to effect a  Demand Registration and the Issuer furnishes to
     the Investors a copy of  a  resolution  of  the Board certified by the
     secretary of the Issuer stating that in the good faith judgment of the
     Board  it would be adverse to the Issuer and its  securityholders  for
     such registration  statement  to  be  filed on or before the date such
     filing would otherwise be required hereunder,  the  Issuer  shall have
     the right to defer such filing for a period of not more than  90  days
     after receipt of the request for such registration from the Investors.
     If the Issuer shall so postpone the filing of a registration statement
     and  if  the  Investors  within 30 days after receipt of the notice of
     postponement advise the Issuer  in  writing  that  the  Investors have
     determined to withdraw such request for registration, then such Demand
     Registration shall be deemed to be withdrawn and such request shall be
     deemed not to have been exercised for purposes of determining  whether
     the  Holders included in such Demand Registration are required to  pay
     their  PRO  RATA  portion  of  the  Registration  Expenses pursuant to
     Section (3)(d) hereof.

          (c)  REGISTRATION  STATEMENT  FORM.   Registrations   under  this
     Section  3 shall be on such appropriate registration form of  the  SEC
     (i) as shall  be  selected  by  the  Issuer and as shall be reasonably
     acceptable to the Investors and (ii) as  shall  permit the disposition
     of such Registrable Securities in accordance with  the intended method
     or methods of disposition specified in the Investors' request for such
     registration.   If,  in  connection with any registration  under  this
     Section 3 that is proposed  by  the  Issuer  to  be on Form S-3 or any
     successor form to such Form, the managing underwriter,  if  any, shall
     advise  the  Issuer  in uniting that in its opinion the use of another
     permitted  form  is of material  importance  to  the  success  of  the
     offering, then such  registration  shall  be  on  such other permitted
     form.

          (d) EXPENSES.  The Issuer will pay all Registration  Expenses  in
     connection  with the first two (2) Demand Registrations of Registrable
     Securities pursuant  to this Section 3 upon the written request of the
     Investors.  All expenses  for  any  subsequent Demand Registrations of
     Registrable Securities pursuant to this  Section  3  shall be paid PRO
     RATA  by  the  Issuer  and  all other Persons (including the  Holders)
     participating in such Demand Registration on the basis of the relative
     number of shares of Common Stock  of each such Person included in such
     registration.

          (e) EFFECTIVE REGISTRATION STATEMENT.  The Issuer shall be deemed
     to  have  effected  a  Demand Registration  if  (i)  the  Registration
     Statement relating to such  Demand  Registration is declared effective
     by the SEC; PROVIDED, HOWEVER, that no  Demand  Registration  shall be
     deemed  to  have been effected if (x) such registration, after it  has
     become effective,  is interfered with by any stop order, injunction or
     other order or requirement  of the SEC or other governmental agency or
     court  by reason of an act or  omission  by  the  Issuer  or  (y)  the
     conditions   to   closing  specified  in  the  purchase  agreement  or
     underwriting  agreement   entered   into   in   connection  with  such
     registration are not satisfied because of an act  or  omission  by the
     Issuer   (other   than   a  failure  of  the  Issuer  or  any  of  its
     representatives to execute  or  deliver  any  closing  certificate  by
     reason  of facts or circumstances not within the control of the Issuer
     or such representatives)  or  (ii)  at  any  time  after the Investors
     request  a Demand Registration and prior to the effectiveness  of  the
     Registration Statement, the preparation of such Registration Statement
     is  discontinued  or  such  Registration  Statement  is  withdrawn  or
     abandoned  at  the request of the Holders of a majority of Registrable
     Securities sought  to  be  registered  in  such Registration Statement
     unless such Holders have elected to pay and have paid to the Issuer in
     full the Registration Expenses in connection  with  such  Registration
     Statement.

          (f)   PRIORITY   ON   DEMAND   REGISTRATIONS.   If  the  managing
     underwriter or agent of a Demand Registration  (or,  in  the case of a
     Demand  Registration  not  being  underwritten, any of the Investors),
     advises  the Issuer in writing that  in  its  opinion  the  number  of
     securities  requested  to  be  included  in  such  Demand Registration
     exceeds the number that can be sold in the offering  covered  by  such
     Demand Registration without a significant adverse effect on the price,
     timing  or  distribution  of  the securities offered, the Issuer shall
     include in such registration only  the  number  of securities that, in
     the opinion of such underwriter or agent (or any  of the Investors, as
     the case may be), can be sold without a significant  adverse effect on
     the price, timing or distribution of the securities offered,  selected
     PRO RATA among the Holders that have requested to be included in  such
     Demand  Registration based upon the relative aggregate amount of gross
     proceeds to be received by such Holders in such offering to the extent
     necessary  to  reduce the total amount of securities to be included in
     such offering to  the amount recommended by such underwriters or agent
     (or any of the Investors, as the case may be); PROVIDED, HOWEVER, that
     if any such other Person  or Persons shall have been granted rights of
     registration  upon demand substantially  similar  to  those  contained
     herein, as permitted  in  paragraph  (h)  below, then the inclusion of
     Registrable  Securities  in  such registration  shall  be  subject  to
     reduction  in the manner provided  in  the  instrument  granting  such
     rights (which shall in no event be more disadvantageous to the Holders
     of Registrable  Securities than that provided in Section 3 is to other
     Holders participating in a registration pursuant to this Section 3(f).

          The Issuer and  other  holders  of  securities  of the Issuer may
     include  such  securities in such Registration if, but only  if,  such
     underwriter or agent  (or  any  of  the Investors, as the case may be)
     concludes that such inclusion will not  interfere  with the successful
     marketing of all the Registrable Securities requested  to  be included
     in such registration.

          (g)  SELECTION  OF UNDERWRITERS.  If any offering pursuant  to  a
     Demand Registration involves  an Underwritten Offering, the Holders of
     a  majority  of the Registrable Securities  included  in  such  Demand
     Registration shall  have  the right to select the managing underwriter
     or underwriters to administer the offering, which managing underwriter
     or  underwriters shall have  nationally  recognized  standing  and  be
     reasonably satisfactory to the Issuer.

          (h)  SUBSEQUENT REGISTRATION RIGHTS.  Issuer may grant subsequent
     investors in  Issuer rights of registration upon demand (such as those
     provided in Section  3(a)  hereof)  and  piggyback registration rights
     (such as those provided in Section 4 hereof);  PROVIDED, HOWEVER, that
     (i) such rights are limited to shares of Common  Stock  (including  in
     the  case  of  any  Underwritten  Offering,  shares  issuable upon the
     conversion of convertible securities or upon the exercise  of warrants
     if  such  conversion  or  exercise  is effected by the sellers or  the
     underwriters  prior  to  the sale to the  public  in  such  offering),
     (ii) such rights are not inconsistent  with the provisions hereof, and
     (iii) the instrument granting such rights  specifically  confirms  the
     rights of the Holders of Registrable Securities hereunder.

     4.   PIGGYBACK REGISTRATIONS

          (a) PARTICIPATION.  Subject to Sections 4(b) and 10 hereof, if at
     any  time  after  the  date  hereof  the  Issuer  files a registration
     statement under the Securities Act with respect to  an offering of any
     equity securities by Issuer for its own account or for  the account of
     any of its equity holders (other than (i) a registration  on  Form S-4
     or  S-8  or  any  successor  form to such Forms, (ii) any registration
     relating to a Spin-Off or (iii)  any  registration of securities as it
     relates to an offering and sale to management  of  the Issuer pursuant
     to any employee stock plan or other employee benefit plan arrangement)
     with respect to an offerings that includes any shares of Common Stock,
     then the Issuer shall give prompt notice (the "Piggyback  Notice")  to
     the  Holders  of Registrable Securities and each Holder of Registrable
     Securities shall be entitled to include in such registration statement
     the Registrable  Securities  held  by  it.  The Piggyback Notice shall
     offer  the  Holders  of  Registrable  Securities  the  opportunity  to
     register  such  number  of shares of Registrable  Securities  as  each
     Holder may request and shall set forth (i) the anticipated filing date
     of such registration statement and (ii) the number of shares of Common
     Stock that is proposed to  be included in such registration statement.
     The Issuer shall include in such registration statement such shares of
     Registrable Securities for which  it  has received written requests to
     register such shares within 7 days after the Piggyback Notice has been
     given.

          (b) UNDERWRITER'S CUTBACK.  Notwithstanding  the  foregoing, if a
     registration   pursuant   to   this  Section  4  hereof  involves   an
     Underwritten Offering and the managing  underwriter or underwriters of
     such proposed Underwritten Offering delivers an opinion to the Holders
     that the total or kind of securities that  such  Holders and any other
     person  or  entity  intends  to  include  in  such offering  would  be
     reasonably   likely   to  adversely  affect  the  price,   timing   or
     distribution of the securities  offered  in  such  offering  then  the
     Issuer  shall  include in such Registration (i) 100% of the securities
     that the Person (which may be the Issuer) initiating such Registration
     proposes to sell,  and  (ii)  second,  to  the extent of the amount of
     securities that all other Holders have requested  to  be  included  in
     such  Registration,  which, in the opinion of the managing underwriter
     or underwriters, can be  sold  without such adverse effect referred to
     above, such amount to be allocated  PRO  RATA  among all other Holders
     based  upon  the  relative aggregate amount of gross  proceeds  to  be
     received by any other Holders in the offering.

          (c)  EXPENSES.   The Issuer will pay all Registration Expenses in
     connection with each registration  of Registrable Securities requested
     pursuant to this Section 4.

          (d)  ISSUER  CONTROL.   The  Issuer   may   decline   to  file  a
     registration statement after giving the Piggyback Notice, or  withdraw
     a registration statement after filing and after such Piggyback Notice,
     but prior to the effectiveness of the Registration Statement, provided
     that  the  Issuer shall promptly notify each Holder in writing of  any
     such action  and  provided  further  that  the  Issuer  shall bear all
     reasonable expenses incurred by such Holder or otherwise in connection
     with such withdrawn registration statement.

          (e) NO EFFECT ON DEMAND REGISTRATIONS.  No registration  effected
     under this Section 4 shall be deemed to have been effected pursuant to
     Section  3  hereof  or  shall relieve the Issuer of its obligation  to
     effect any registration upon request under Section 3 hereof.

     5.   HOLD-BACK AGREEMENTS

          (a)  RESTRICTIONS  ON   PUBLIC  SALE  BY  HOLDER  OF  REGISTRABLE
     SECURITIES.  Each Holder whose Registrable Securities are covered by a
     Registration Statement filed pursuant  to  Sections  3  and  4  hereof
     agrees, if requested by the managing underwriter or underwriters in an
     Underwritten  Offering,  not to effect any public sale or distribution
     of securities of the Issuer  the  same  as  or  similar to those being
     registered,  or  any  securities convertible into or  exchangeable  or
     exercisable  for  such securities,  in  such  Registration  Statement,
     including a sale pursuant to Rule 144 under the Securities Act (except
     as part of such Underwritten  Registration),  during  the 7-day period
     prior to, and during the 90-day period (or such longer period of up to
     180  days  as may be required by such underwriter) beginning  on,  the
     effective date of any Registration Statement in which such Holders are
     participating   (except   as   part   of  such  Registration)  or  the
     commencement of the public distribution  of  securities, to the extent
     timely notified in writing by the Issuer or the managing underwriters.

          (b) NO INCONSISTENT AGREEMENTS.  The Issuer  will  not  hereafter
     enter  into,  and  is  not  presently  a  party to, any agreement with
     respect  to  its  securities  which is inconsistent  with  the  rights
     granted to the holders of Registrable  Securities by this Agreement or
     otherwise conflicts with the provisions hereof.

     6.   REGISTRATION PROCEDURES

     In connection with the Issuer's Registration  obligations  pursuant to
Sections  3  and  4 hereof, the Issuer will use its best efforts to  effect
such Registration to  permit  the  sale  of  such Registrable Securities in
accordance with the intended method or methods of distribution thereof, and
pursuant thereto the Issuer will as expeditiously as possible:

          (a)  prepare and file with the SEC a  Registration  Statement  or
     Registration Statements relating to the applicable Demand Registration
     or  Piggyback   Registration  including  all  exhibits  and  financial
     statements required by the SEC to be filed therewith, and use its best
     efforts to cause  such  Registration  Statement  to  become effective;
     PROVIDED that before filing a Registration Statement or  Prospectus or
     any amendments or supplements thereto, the Issuer will furnish  to the
     Holders   of  Registrable  Securities  covered  by  such  Registration
     Statement and  their counsel and to each underwriter or agent, if any,
     copies of such Registration  Statement  or Prospectus substantially in
     the form proposed to be filed at least 5  business  days, with respect
     to any Demand Registration, or 2 business days, with  respect  to  any
     Piggyback  Registration,  prior  to  the filing date and copies of any
     amendments or supplements substantially  in  the  form  proposed to be
     filed  with respect to a Demand Registration at least 2 business  days
     prior to  the  filing  date,  which  documents  will be subject to the
     reasonable review of such Holders and underwriter  or  agent and their
     respective  counsel,  and  the  Issuer  will not file any Registration
     Statement or Prospectus or, with respect  to  any Demand Registration,
     any  amendment  or  supplement  thereto  (including   such   documents
     incorporated  by  reference)  to  which  the  majority  of the Holders
     covered  by  such Registration Statement shall reasonably object;  and
     PROVIDED,  FURTHER,  that  the  Issuer  will  furnish  copies  of  any
     amendments or  supplements  in  the  form  filed  with  respect to any
     Piggyback  Registration,  simultaneously  with  the  filing  of   such
     amendments or supplements;

          (b)   prepare   and   file  with  the  SEC  such  amendments  and
     post-effective amendments to  the  Registration  Statement  as  may be
     necessary to keep the Registration Statement effective for a period of
     not  less  than  180 days (or such shorter period which will terminate
     when all Registrable Securities covered by such Registration Statement
     have been sold or  withdrawn),  or,  if  such  Registration  Statement
     relates  to  an  Underwritten  Offering, such longer period as in  the
     opinion of counsel for the underwriters  a  Prospectus  is required by
     law to be delivered in connection with sales of Registrable Securities
     by  an  underwriter or dealer; cause the Prospectus to be supplemented
     by any required  Prospectus  supplement,  and as so supplemented to be
     filed pursuant to Rule 424 under the Securities  Act;  and comply with
     the provisions of the Securities Act, the Exchange Act,  and the rules
     and regulations promulgated thereunder with respect to the disposition
     of  all  securities covered by such Registration Statement during  the
     applicable period in accordance with the intended method or methods of
     distribution  by  the  sellers  thereof set forth in such Registration
     Statement or supplement to the Prospectus;

          (c) notify the selling Holders  and the managing underwriters, if
     any, and (if requested) confirm such advice  in  writing,  as  soon as
     practicable  after  notice  thereof is received by the Issuer (i) when
     the Registration Statement or  any amendment thereto has been filed or
     becomes effective, the Prospectus  or  any  amendment or supplement to
     the Prospectus has been filed, and, to furnish  such  selling  Holders
     and managing underwriters with copies thereof, (ii) of any request  by
     the SEC for amendments or supplements to the Registration Statement or
     the Prospectus or for additional information, (iii) of the issuance by
     the  SEC  of  any  stop  order  suspending  the  effectiveness  of the
     Registration  Statement or any order preventing or suspending the  use
     of any preliminary  Prospectus  or  Prospectus  or  the  initiation or
     threatening of any proceeding for such purposes, (iv) if at  any  time
     the  representations  and  warranties  of  the  Issuer contemplated by
     paragraph  (m)  below  cease to be true and correct  and  (v)  of  the
     receipt  by  the  Issuer of  any  notification  with  respect  to  the
     suspension of the qualification  of  the  Registrable  Securities  for
     offering  or sale in any jurisdiction or the initiation or threatening
     of any proceeding for such purpose;

          (d)  promptly   notify  the  selling  Holders  and  the  managing
     underwriters, if any,  at  any  time  during  the effectiveness of the
     Registration Statement when the Issuer becomes  aware of the happening
     of  any  event as a result of which the Prospectus  included  in  such
     Registration  Statement  (as  then  in  effect)  contains  any  untrue
     statement  of  a  material  fact  or  omits  to  state a material fact
     necessary  to  make  the  statements  therein  (in  the  case  of  the
     Prospectus   and   any   preliminary   Prospectus,  in  light  of  the
     circumstances under which thee were made)  when  such  Prospectus  was
     delivered  not  misleading  or,  if  for  any other reason it shall be
     necessary  during  such  time  period  to  amend   or  supplement  the
     Prospectus in order to comply with the Securities Act  and,  in either
     case as promptly as practicable thereafter, prepare and file with  the
     SEC,  and  furnish  without  charge  to  the  selling  Holders and the
     managing  underwriters,  if  any,  a supplement or amendment  to  such
     Prospectus that shall correct such statement  or  omission  or  effect
     such compliance;

          (e) make every reasonable effort to obtain the withdrawal of  any
     stop  order  or  other  order  suspending  the  use of any preliminary
     Prospectus  or  Prospectus  or  suspending  any qualification  of  the
     Registrable Securities;

          (f) if requested by the managing underwriter or underwriters or a
     Holder  of  Registrable Securities being sold in  connection  with  an
     Underwritten Offering, promptly incorporate in a Prospectus supplement
     or  post-effective   amendment   such   information  as  the  managing
     underwriters  and  the  Holders  of  a  majority  of  the  Registrable
     Securities being sold agree should be included therein relating to the
     plan  of  distribution  with respect to such  Registrable  Securities,
     including, without limitation,  information with respect to the number
     of  Registrable  Securities  being  sold  to  such  underwriters,  the
     purchase  price  being paid therefor by  such  underwriters  and  with
     respect to any other  terms  of  the  Underwritten  (or  best  efforts
     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  as  soon  as  notified of the
     matters   to   be  incorporated  in  such  Prospectus  supplement   or
     post-effective amendment;

          (g) furnish to each selling Holder and each managing underwriter,
     without charge, one executed copy and as many conformed copies as they
     may  reasonably  request,   of  the  Registration  Statement  and  any
     post-effective amendment thereto,  including  financial statements and
     schedules,  all documents incorporated therein by  reference  and  all
     exhibits (including those incorporated by reference);

          (h) deliver  to each selling Holder and the underwriters, if any,
     without charge, as  many  copies  of  the  Prospectus  (including each
     preliminary  Prospectus)  and any amendment or supplement  thereto  as
     such Persons may reasonably  request  (it  being  understood  that the
     Issuer  consents  to  the  use  of  the Prospectus or any amendment or
     supplement   thereto  by  each  of  the  selling   Holders   and   the
     underwriters,  if any, in connection with the offering and sale of the
     Registrable Securities  covered  by the Prospectus or any amendment or
     supplement thereto) and such other  documents  as  such selling Holder
     may reasonably request in order to facilitate the disposition  of  the
     Registrable Securities by such Holder;

          (i)  on  or prior to the date on which the Registration Statement
     is declared effective,  use  its  best efforts to register or qualify,
     and cooperate with the selling Holders,  the  managing  underwriter or
     agent,  if  any, and their respective counsel in connection  with  the
     registration or qualification of such Registrable Securities for offer
     and sale under the securities or blue sky laws of each state and other
     jurisdiction  of  the United States as any such seller, underwriter or
     agent reasonably requests  in writing and do any and all other acts or
     things reasonably necessary  or advisable to keep such registration or
     qualification in effect for so  long  as  such  Registration Statement
     remains  in effect and so as to permit the continuance  of  sales  and
     dealings therein  for  as  long  as  may  be necessary to complete the
     distribution of the Registrable Securities covered by the Registration
     Statement; PROVIDED that the Issuer will not  be  required  to qualify
     generally to do business in any jurisdiction where it in not  then  so
     qualified  or  to  take  any  action  that would subject it to general
     service of process in any such jurisdiction  where  it  is not then so
     subject;

          (j)   cooperate   with  the  selling  Holders  and  the  managing
     underwriter or agent, if any, to facilitate the timely preparation and
     delivery of certificates  representing  Registrable  Securities  to be
     sold  and  not  bearing  any  restrictive  legends;  and  enable  such
     Registrable  Securities  to be in such denominations and registered in
     such names as the managing  underwriters  may  request  at  least  two
     business  days  prior  to  any  sale  of Registrable Securities to the
     underwriters;

          (k)  use  its best efforts to cause  the  Registrable  Securities
     covered by the applicable Registration Statement to be registered with
     or approved by such  other governmental agencies or authorities as may
     be  necessary  to  enable   the  seller  or  sellers  thereof  or  the
     underwriters,  if  any,  to  consummate   the   disposition   of  such
     Registrable Securities;

          (l)   not  later  than  the  effective  date  of  the  applicable
     Registration,  provide  a  CUSIP number for all Registrable Securities
     and provide the applicable trustee  or  transfer  agent  with  printed
     certificates  for  the  Registerable  Securities  that  are  in a form
     eligible for deposit with The Depository Trust Company;

          (m)  make  such representations and warranties to the Holders  of
     Registrable Securities  being  registered,  and  the  underwriters  or
     agents,  if  any, in form, substance and scope as are customarily made
     by issuers in primary underwritten public offerings;

          (n)  enter   into   such   customary   agreements  (including  an
     underwriting  agreement)  and  take  all  such other  actions  as  the
     majority of the Holders of any Registrable  Securities  being  sold or
     the managing underwriter or agent, if any, reasonably request in order
     to  expedite  or  facilitate  the Registration and disposition of such
     Registrable Securities;

          (o) obtain for delivery to  the Holders of Registrable Securities
     being  registered  and  to the underwriter  or  agent  an  opinion  or
     opinions from counsel for the Issuer, upon consummation of the sale of
     such Registrable Securities  to  the underwriters (the "Closing Date")
     in  customary  form  and  in  form,  substance  and  scope  reasonably
     satisfactory  to  such  Holders,  underwriters  or  agents  and  their
     counsel;

          (p) obtain for delivery to the  Issuer  and  the  underwriter  or
     agent,  with  copies  to  the  Holders, a cold comfort letter from the
     Issuer's independent public accountants in customary form and covering
     such matters of the type customarily  covered  by cold comfort letters
     as  the  managing  underwriter  or the Holders of a  majority  of  the
     Registrable  Securities  being  sold  reasonably  request,  dated  the
     effective date of the Registration  Statement  and brought down to the
     Closing Date;

          (q) cooperate with each seller of Registrable Securities and each
     underwriter  or  agent  participating  in  the  disposition   of  such
     Registrable Securities and their respective counsel in connection with
     any filings required to be made with the NASD;

          (r)  make  available  for  inspection  by a representative of the
     Holders of a majority of the Registrable Securities,  any  underwriter
     participating  in  any disposition pursuant to such Registration,  and
     any attorney or accountant  retained  by  such Holders or underwriter,
     all  financial and other records, pertinent  corporate  documents  and
     properties  of  the Issuer, and cause the Issuer's officers, directors
     and employees to  supply  all  information reasonably requested by any
     such representative, underwriter, attorney or accountant in connection
     with such Registration; provided  that  any  records,  information  or
     documents that are designated by the Issuer in writing as confidential
     shall  be  kept confidential by such Persons unless disclosure of such
     records, information or documents is required by law;

          (s) use  its best efforts to comply with all applicable rules and
     regulations of  the  SEC  and make generally available to its security
     holders, as soon as reasonably practicable (but not more than eighteen
     months) after the effective  date  of  the  Registration Statement, an
     earnings statement satisfying the provisions  of  Section 11(a) of the
     Securities Act and the rules and regulations promulgated thereunder;

          (t) as promptly as practicable after filing with  the  SEC of any
     document  that  is  incorporated  by  reference  into the Registration
     Statement  or  the  Prospectus,  provide  copies of such  document  to
     counsel for the selling Holders and to the  managing  underwriters, if
     any; and

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

     The  Issuer  may require each seller of Registrable Securities  as  to
which any Registration  is  being  effected  to  furnish to the Issuer such
information regarding the distribution of such securities  and  such  other
information  relating  to  such  Holder  and  its  ownership of Registrable
Securities  as  the  Issuer  may  from time to time reasonably  request  in
writing.  Each Holder agrees to furnish  such information to the Issuer and
to cooperate with the Issuer as necessary  to  enable  the Issuer to comply
with the provisions of this Agreement.

     Each Holder agrees by acquisition of such Registrable Securities that,
upon receipt of any notice from the Issuer of the happening of any event of
the  kind  described  in  Section  6(d) hereof, such Holder will  forthwith
discontinue  disposition  of  Registrable   Securities   pursuant  to  such
Registration  Statement until such Holder's receipt of the  copies  of  the
supplemented or  amended Prospectus contemplated by Section 6(d) hereof, or
until it is advised in writing by the Issuer that the use of the Prospectus
may be resumed, and  has  received copies of any additional or supplemental
filings that are incorporated  by  reference  in the Prospectus, and, if so
directed by the Issuer, such Holder will deliver  to  the  Issuer  (at  the
Issuer's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice.

     7.   REGISTRATION EXPENSES

     All  expenses  incident  to  the Issuer's performance of or compliance
with this Agreement, including without  limitation (i) all registration and
filing  fees,  and  any  other fees and expenses  associated  with  filings
required  to  be  made with any  stock  exchange,  the  SEC  and  the  NASD
(including,  if  applicable,  the  fees  and  expenses  of  any  "qualified
independent underwriter"  and  its  counsel as may be required by the rules
and regulations of the NASD), (ii) all fees and expenses of compliance with
state  securities or blue sky laws (including  fees  and  disbursements  of
counsel for the underwriters or selling Holders in connection with blue sky
qualifications  of  the  Registrable  Securities and determination of their
eligibility for investment under the laws  of  such  jurisdictions  as  the
managing  underwriters  or  the  majority of the Holders of the Registrable
Securities  being  sold may designate),  (iii)  all  printing  and  related
messenger  and  delivery   expenses   (including   expenses   of   printing
certificates  for the Registrable Securities in a form eligible for deposit
with The Depositors  Trust  Company and of printing prospectuses), (iv) all
fees and disbursements of counsel  for  the  Issuer  and of all independent
certified public accountants of the Issuer (including  the  expenses of any
"cold  comfort"  letters  required  by  or  incident  to such performance),
(v)  Securities  Act liability insurance if the Issuer so  desires  or  the
underwriters so require,  (vi) all fees and expenses incurred in connection
with the listing of the Registrable  Securities  on any securities exchange
and all rating agency fees, (vii) all reasonable fees  and disbursements of
one  counsel  selected  by the Holders of the Registrable Securities  being
registered to represent such  Holders in connection with such registration,
(viii) all fees and disbursements  of  underwriters customarily paid by the
issuers  or  sellers of securities, excluding  underwriting  discounts  and
commissions and  transfer  taxes,  if  any,  and  fees and disbursements of
counsel to underwriters (other than such fees and disbursements incurred in
connection with any registration or qualification of Registrable Securities
under  the securities or blue sky laws of any state),  and  (ix)  fees  and
expenses  of  other Persons retained by the Issuer (all such expenses being
herein called "Registration  Expenses"),  will  be  borne  by  the  Issuer,
regardless  of whether the Registration Statement becomes effective (except
as provided in  Section  3(e)  hereof).  The Issuer will, in any event, pay
its internal expenses (including,  without  limitation,  all  salaries  and
expenses  of  its  officers  and  employees  performing legal or accounting
duties), the expense of any audit and the fees  and expenses of any Person,
including special experts, retained by the Issuer.

     8.   INDEMNIFICATION

          (a) INDEMNIFICATION BY ISSUER.  The Issuer  agrees  to  indemnify
     and  hold  harmless, to the full extent permitted by law, each Holder,
     its officers,  directors  and  employees  and each Person who controls
     such  Holder (within the meaning of the Securities  Act)  against  all
     losses, claims, damages, liabilities and expenses caused by any untrue
     or alleged  untrue  statement  of  a  material  fact  contained in any
     Registration  Statement, Prospectus or preliminary Prospectus  or  any
     omission or alleged omission to state therein a material fact required
     to be stated therein  or  necessary to make the statements therein not
     misleading, except insofar  as  the same are caused by or contained in
     any information furnished in writing  to  the  Issuer  by  such Holder
     expressly  for  use therein; PROVIDED, HOWEVER, that the Issuer  shall
     not be liable in  any  such  case  to  the  extent that any such loss,
     claim, damage, liability or expense arises out  of or is based upon an
     untrue  statement or alleged untrue statement or omission  or  alleged
     omission  made  in  any such preliminary Prospectus if (i) such Holder
     failed to deliver or cause to be delivered a copy of the Prospectus to
     the Person asserting  such  loss,  claim, damage, liability or expense
     after the Issuer had furnished such Holder with a sufficient number of
     copies of the same and (ii) the Prospectus  completely  corrected in a
     timely  manner  such  untrue  statement  or  omission;  and  PROVIDED,
     FURTHER, that the Issuer shall not be liable in any such case  to  the
     extent  that any such loss, claim, damage, liability or expense arises
     out of or  is  based  upon  an  untrue  statement  or  alleged  untrue
     statement  or  omission or alleged omission in the Prospectus, if such
     untrue statement  or  alleged  untrue  statement,  omission or alleged
     omission is completely corrected in an amendment or  supplement to the
     Prospectus and the Holder thereafter fails to deliver  such Prospectus
     as so amended or supplemented prior to or concurrently with  the  sale
     of  the  Registrable  Securities  to  the  Person asserting such loss,
     claim,  damage, liability or expense after the  Issuer  had  furnished
     such Holder with a sufficient number of copies of the same in a timely
     manner.  The Issuer will also indemnify underwriters, selling brokers,
     dealer  managers   and   similar   securities  industry  professionals
     participating in the distribution, their  officers  and  directors and
     each  Person  who  controls  such Persons (within the meaning  of  the
     Securities Act) to the same extent  as  provided above with respect to
     the indemnification of the Holders, if requested.

          (b) INDEMNIFICATION BY SELLING HOLDER  OF  UNDERLYING SECURITIES.
     In  connection  with  each  Registration,  each Selling  Holder  shall
     furnish to the Issuer in writing such information  and  affidavits  as
     the  Issuer  reasonably  requests  for  use  in  connection  with  any
     Registration  Statement or Prospectus and agrees to indemnify and hold
     harmless, to the  full  extent  permitted  by  law,  the  Issuer,  its
     directors and officers and each Person who controls the Issuer (within
     the meaning of the Securities Act) against any losses, claims, damages
     or  liabilities  and expenses resulting from any untrue statement of a
     material fact or any omission of a material fact required to be stated
     in the Registration  Statement or Prospectus or preliminary Prospectus
     or necessary to make the  statements  therein  not  misleading, to the
     extent, but only to the extent, that such untrue statement or omission
     is contained in any information or affidavit so furnished  in  writing
     by  such  selling  Holder to the Issuer specifically for inclusion  in
     such Registration Statement  or  Prospectus and has not been corrected
     in a subsequent writing prior to or  concurrently with the sale of the
     Registrable  Securities  to  the Person asserting  such  loss,  claim,
     damage, liability or expense.   In no event shall the liability of any
     selling  Holder  hereunder  or under  any  underwriting  agreement  be
     greater in amount than the dollar  amount  of the proceeds received by
     such Holder upon the sale of the Registrable Securities giving rise to
     such  indemnification obligation.  The Issuer  shall  be  entitled  to
     receive   indemnities   from  underwriters,  selling  brokers,  dealer
     managers and similar securities  industry  professionals participating
     in the distribution, to the same extent as provided above with respect
     to  information so furnished in writing by such  Persons  specifically
     for inclusion in any Prospectus or Registration Statement.
          (c)  CONDUCT OF INDEMNIFICATION PROCEEDINGS.  Any Person entitled
     to indemnification  hereunder  will  (i) give prompt (but in any event
     within 30 days after such Person has actual  knowledge  of  the  facts
     constituting  the  basis  for  indemnification)  written notice to the
     indemnifying  party  of  any  claim  with  respect to which  it  seeks
     indemnification and (ii) permit such indemnifying  party to assume the
     defense  of  such  claim with counsel reasonably satisfactory  to  the
     indemnified party; PROVIDED,  HOWEVER, that any delay or failure to so
     notify the indemnifying party shall  relieve the indemnifying party of
     its obligations hereunder only to the  extent,  if  at all, that it is
     prejudiced  by  reason  of  such  delay or failure; PROVIDED,  FURTHER
     HOWEVER, that any Person entitled to  indemnification  hereunder shall
     have  the  right  to  select  and  employ  separate  counsel  and   to
     participate in the defense of such claim, but the fees and expenses of
     such  counsel  shall  be  at the expense of such Person unless (a) the
     indemnifying party has agreed in writing to pay such fees or expenses,
     or (b) the indemnifying party  shall have failed to assume the defense
     of such claim within a reasonable time after receipt of notice of such
     claim from the Person entitled to indemnification hereunder and employ
     counsel  reasonably  satisfactory   to  such  Person  or  (c)  in  the
     reasonable  judgment of any such Person,  based  upon  advice  of  its
     counsel, a conflict  of interest may exist between such Person and the
     indemnifying party with  respect to such claims (in which case, if the
     Person notifies the indemnifying  party  in  writing  that such Person
     elects  to employ separate counsel at the expense of the  indemnifying
     party, the  indemnifying  party shall not have the right to assume the
     defense of such claim on behalf  of  such Person).  If such defense is
     not assumed by the indemnifying party, the indemnifying party will not
     be  subject  to  any  liability for any settlement  made  without  its
     consent (but such consent will not be unreasonably withheld), PROVIDED
     that an indemnified party  shall  not  be  required  to consent to any
     settlement   involving,  the  imposition  of  equitable  remedies   or
     involving  the   imposition   of  any  material  obligations  on  such
     indemnified  party other than financial  obligations  for  which  such
     indemnified party  will  be  indemnified  hereunder.   No indemnifying
     party  will be required to consent to entry of any judgment  or  enter
     into any  settlement  that  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.   Whenever the indemnified party or the indemnifying party
     receives a firm  offer  to settle a claim for which indemnification is
     sought hereunder, it shall  promptly  notify  the other of such offer.
     If  the  indemnifying  party  refuses  to  accept  such  offer  within
     20 business days after receipt of such offer (or of  notice  thereof),
     such claim shall continue to be contested and, if such claim is within
     the scope of the indemnifying party's indemnity contained herein,  the
     indemnified  party  shall be indemnified pursuant to the terms hereof.
     If the indemnifying party  notifies  the  indemnified party in writing
     that  the indemnifying party desires to accept  such  offer,  but  the
     indemnified party refuses to accept such offer within 20 business days
     after receipt  of  such  notice, the indemnified party may continue to
     contest such claim and, in  such event, the total maximum liability of
     the  indemnifying  party  to  indemnify  or  otherwise  reimburse  the
     indemnified  party hereunder with  respect  to  such  claim  shall  be
     limited to and  shall  not  exceed  the  amount  of  such  offer, plus
     reasonable  out-of-pocket  costs  and  expenses  (including reasonable
     attorneys'  fees  and disbursements) to the date of  notice  that  the
     indemnifying party  desires  to  accept such offer, PROVIDED that this
     sentence shall not apply to any settlement  of any claim involving the
     imposition  of  equitable remedies or to any settlement  imposing  any
     material obligations  on  such  indemnified party other than financial
     obligations  for  which such indemnified  party  will  be  indemnified
     hereunder.  An indemnifying  party  who  is not entitled to, or elects
     not to, assume the defense of a claim shall  not  be  obligated to pay
     the  fees  and  expenses  of  more  than  one counsel for all  parties
     indemnified by such indemnifying party with  respect  to  such  claim,
     unless  in  the  written  opinion of counsel to the indemnified party,
     reasonably satisfactory to  the indemnifying party, use of one counsel
     would be expected to give rise  to a conflict of interest between such
     indemnified  party  and any other of  such  indemnified  parties  with
     respect to such claim,  in which event the indemnifying party shall be
     obligated to pay the fees and expenses of one such additional counsel.

          (d)  OTHER  INDEMNIFICATION.   Indemnification  similar  to  that
     specified in this  Section  (8) (with appropriate modifications) shall
     be given by the Issuer and each  seller of Registrable Securities with
     respect  to  any  required  registration  or  other  qualification  of
     securities under federal or state  law  or  regulation of governmental
     authority other than the Securities Act.

          (e) CONTRIBUTION.  If for any reason the indemnification provided
     for  in  the  preceding  clauses  (a)  and  (b) is unavailable  to  an
     indemnified party or insufficient to hold it  harmless as contemplated
     by  the  preceding  clauses (a) and (b), then the  indemnifying  party
     shall contribute to the  amount  paid  or  payable  by the indemnified
     party  as  a result of such loss, claim, damage or liability  in  such
     proportion as is appropriate to reflect not only the relative benefits
     received by the indemnified party and the indemnifying party, but also
     the relative  fault  of  the  indemnified  party  and the indemnifying
     party,  as  well  as  any  other  relevant  equitable  considerations,
     provided that no selling Holder shall be required to contribute  in an
     amount greater than the dollar amount of the proceeds received by such
     selling  Holder with respect to the sale of any securities.  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.

     9.   RULE 144

     From and after an IPO, the Issuer  covenants  that  it  will  file the
reports  required  to  be  filed  by  it  under  the Securities Act and the
Exchange Act and the rules and regulations adopted  by  the SEC thereunder,
and it will take such further action as any Holder may reasonably  request,
all to the extent required from time to time to enable such Holder to  sell
Registrable Securities without registration under the Securities Act within
the  limitation  of  the  exemption  provided  by  (a)  Rule  144 under the
Securities Act, as such Rules may be amended from time to time,  or (b) any
similar rule or regulation hereafter adopted by the SEC.  Upon the  request
of  any  Holder, the Issuer will deliver to such Holder a written statement
as to whether  it  has  complied  with  such  information and requirements.
Notwithstanding  anything  contained  in this Section  9,  the  Issuer  may
deregister under Section 12 of the Exchange  Act if it then is permitted to
do  so  pursuant  to  the  Exchange  Act  and  the  rules  and  regulations
thereunder.

     10.  ADDITIONAL PARTIES

     The  Issuer  may  enter into various stockholder's  and  stock  option
agreements on or subsequent  to  the date hereof with certain key employees
of  the  Issuer  or one of its subsidiaries  (the  "Management  Investors")
pursuant to which  the  Management  Investors will agree to purchase and/or
will receive options to purchase shares  of  Common Stock.  Such agreements
may  provide that (i) in the event the Issuer registers  shares  of  Common
Stock  held  by  the  Investors,  the  Management Investors have the right,
subject to certain conditions, to require  the Issuer to register under the
Securities Act shares of Common Stock held by them, and (ii) the Management
Investors  will  agree  to  be bound by all of the  terms,  conditions  and
obligations of this Agreement.  Each of the parties hereto acknowledges the
registration  rights  of  the Management  Investors  and  agrees  that  the
Issuer's obligations under  this  Agreement,  including, in particular, its
obligations under Section 4(b) hereof, coincide with its obligations to the
Management  Investors, with respect to registration  rights.   The  parties
hereto agree that (i) each Management Investor is a third-party beneficiary
of Sections 3(d),  4(c) and 7 hereof to the extent such Management Investor
has the right to require  the  Issuer  to register under the Securities Act
shares of Common Stock held by him upon  receiving notice of a Registration
requested  by  the  Investors  pursuant to Sections  3  or  4  hereof,  and
(ii) such Management Investors shall have no rights to request Registration
under Section 3 hereof.

     11.  PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

     No Person may participate in  any  Underwritten Registration hereunder
unless such Person (a) agrees to sell such Person's securities on the basis
provided in any underwriting arrangements  approved by the Persons entitled
to  approve  such  arrangements  and  (b)  completes   and   executes   all
questionnaires,  powers  of  attorney, indemnities, underwriting agreements
and  other  documents  required  under   the  terms  of  such  underwriting
arrangements.  Nothing in this Section 11  shall be construed to create any
additional rights regarding the Registration  of  Registrable Securities in
any Person otherwise than as set forth herein.

     12.  LOCK UP AGREEMENT

     Each of the Investors hereby irrevocably agrees  that, for a period of
6 months after the date of an IPO, and each Stockholder  hereby irrevocably
agrees that, for a period of 6 months after the date of an IPO, such Person
will  not offer, sell, contract to sell, grant any option to  purchase,  or
otherwise  dispose  of  any  Registrable Securities, or in any other manner
transfer all or a portion of the  economic consequences associated with the
ownership of any such Registrable Securities,  without  the  prior  written
consent   of  the  managing  underwriter  for  such  offering,  except  for
(i) transfers  of  shares  of Registrable Securities to another Investor or
other Holder or to any affiliate of such Investor or Holder existing on the
Closing Date or to members of  his  family  or  entities controlled by such
family  members  who  agree  to be bound by the foregoing  restrictions  or
(ii) pledges of Registrable Securities by such Investor or Holder, provided
the pledgee of such shares agrees  in  writing to be bound by the foregoing
restrictions.

     Each Investor and Stockholder agrees  that  this  Section  12 shall be
binding  upon  the successors, assigns, heirs and legal representatives  of
such Investor or Stockholder.

     In furtherance of the foregoing, the Issuer and its transfer agent are
hereby authorized  to  decline  to  make any transfer of securities if such
transfer would constitute a violation or breach of this Section 12.

     13.  MISCELLANEOUS

          (a)  REMEDIES.   Remedies  for   breach  by  the  Issuer  of  its
     obligations to register the Registrable  Securities  shall  be  as set
     forth  herein.  Each Holder, in addition to being entitled to exercise
     all rights  provided  herein  or granted by law, including recovery of
     damages, shall be entitled to specific performance of its rights under
     this Agreement.  The Issuer agrees  that monetary damages would not be
     adequate compensation for any loss incurred  by  reason of a breach by
     it of the provisions of this Agreement and hereby  agrees to waive the
     defense in any action for specific performance that  a  remedy  at law
     would be adequate.

          (b)  AMENDMENTS  AND  WAIVERS.  The provisions of this Agreement,
     including  the  provisions of  this  sentence,  may  not  be  amended,
     modified or supplemented,  and  waivers or consents to departures from
     the provisions hereof may not be  given unless the Issuer has obtained
     the written consent of the Holders  of  a  majority of the outstanding
     Registrable Securities; PROVIDED, HOWEVER, that  the  Issuer  and  the
     Investors  may  amend,  modify  or  supplement  the provisions of this
     Agreement and may waive or consent to departures  from  the provisions
     hereof,  without  the  consent  of  the Holders of a majority  of  the
     outstanding  Registrable  Securities  so   long   as  such  amendment,
     modification,  supplement,  waiver  or  consent  does  not  materially
     adversely  affect  the  rights  of  Holders  of Registrable Securities
     hereunder,  or  so  long as such amendment, modification,  supplement,
     waiver or consent affects  the  rights  of  the  Investors  and  other
     Holders of Registrable Securities hereunder equally.

          (c)  NOTICES.   All notices and other communications provided for
     or permitted hereunder  shall  be  made  in  writing by hand delivery,
     registered  first-class  mail,  telex,  telecopier,   or  air  courier
     guaranteeing overnight delivery:

               (i)  if  to a Holder, to the most current address  given  by
          such Holder to  the  Issuer  in accordance with the provisions of
          this Section 13(c), which address  initially  is, with respect to
          Rentrak,  7227  Northwest  55th  Ave.,  Portland,  Oregon  97218,
          Attention:  F.  Kim  Cox;  and  if  to  the Stockholders, to  the
          addresses set forth in Attachment A hereto; and

               (ii)  if  to  the  Issuer,  to  7227  Northwest  55th  Ave.,
          Portland, Oregon 97218, Attention: President.

     All such notices and communications shall be deemed  to have been duly
     given:  at  the  time  delivered  by  hand,  if  personally delivered;
     4 business days after being deposited in the mail, postage prepaid, if
     mailed; when answered back, if telexed; when receipt  acknowledged  by
     addressee,  if by facsimile transmission; and on the next business day
     if timely delivered to an air courier guaranteeing overnight delivery.

          (d) SUCCESSORS  AND  ASSIGNS.  This Agreement, including, without
     limitation, all registration  rights  in connection with the ownership
     of  all  or  a  portion  of  the Registrable  Securities  pursuant  to
     Sections 3 and 4 hereof, shall  inure to the benefit of and be binding
     upon the successors and assigns of  each  of  the  parties, including,
     without  limitation  and  without the need for an express  assignment,
     subsequent Holders of Registrable  Securities  who agree in writing to
     be bound by the provisions of this Agreement.

          (e) COUNTERPARTS.  This Agreement may be executed  in  any number
     of  counterparts  and  by the parties hereto in separate counterparts,
     each of which when so executed  shall  be deemed to be an original and
     all  of  which  taken  together  shall constitute  one  and  the  same
     agreement.

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

          (g)  GOVERNING LAW.  This Agreement  shall  be  governed  by  and
     construed in  accordance  with  the  laws  of  the  State of Delaware,
     without regard to the principles of conflicts of laws.

          (h)  SEVERABILITY.   In  the event that any one or  more  of  the
     provisions  contained  herein,  or  the  application  thereof  in  any
     circumstance, is held invalid, illegal or unenforceable, the validity,
     legality  and enforceability of any  such  provision  in  every  other
     respect and  of the remaining provisions contained herein shall not be
     affected or impaired thereby.

          (i) ENTIRE  AGREEMENT.  This Agreement is intended by the parties
     as a final expression of their agreement and intended to be a complete
     and exclusive statement  of  the  agreement  and  understanding of the
     parties  hereto  in  respect  of the subject matter contained  herein.
     There are no restrictions, promises, warranties or undertakings, other
     than  those  set forth or referred  to  herein  with  respect  to  the
     registration  rights  granted  by  the  Issuer  with  respect  to  the
     securities issued  pursuant  to  the  Asset  Purchase Agreement.  This
     Agreement supersedes all prior agreements and  understandings  between
     the parties with respect to such subject matters.

          (j)  ADDITIONAL RIGHTS.  If the Issuer at any time grants to  any
     other holder  of  Common  Stock  any  rights  to request the Issuer to
     effect  the  Registration  of  any  shares  of Common  Stock,  or  any
     "piggyback"  registration  rights with respect  to  shares  of  Common
     Stock, on terms that are more favorable to such holders than the terms
     set forth herein, then the terms  of  this  Agreement  shall be deemed
     amended or supplemented to the extent necessary to provide the Holders
     such more favorable rights and benefits.

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

THE ISSUER:                        BLOWOUT ENTERTAINMENT, INC.


                                   By:
                                       Its:


INVESTORS:                         RENTRAK CORPORATION


                                   By:
                                       Its:


                                   STREAMLINED SOLUTIONS, INC.


                                   By:
                                       Its:


                                   MORTCO, INC.


                                   By:
                                       Its:


                                   /s/ Terry H. Monroe
                                   TERRY H. MONROE


                                   /s/ Henry H. Stephens
                                   HENRY H. STEPHENS

                                   /s/ James M. Schultz
                                   JAMES M. SCHULTZ


                                   /s/ Laura E. Schultz
                                   LAURA E. SCHULTZ


                                   /s/ Pamela G. Dammerman
                                   PAMELA G. DAMMERMAN


                                   /s/ Laurie Claar
                                   LAURIE CLAAR


                                   /s/ Mary Hoffman
                                   MARY HOFFMAN


                                   /s/ Greg Smith
                                   GREG SMITH


                                   TELEMIND CORPORATION


                                   By:
                                       Its:


                                   /s/ David J. Doedtman
                                   DAVID J. DOEDTMAN


                                   /s/ Lori L. Tucker
                                   LORI L. TUCKER


                                   /s/ Janice Wear
                                   JANICE WEAR


                                   O'FALLON, INC.


                                   By:
                                       Its:


                                   /s/ John M. Schultz
                                   JOHN M. SCHULTZ


                                   J. M. SCHULTZ INVESTMENTS


                                   By:
                                       Its:


                                   /s/ Roger Roberson
                                   ROGER ROBERSON


                                   /s/ John H. Schultz
                                   JOHN H. SCHULTZ


                                   /s/ Scott Daugherty
                                   SCOTT DAUGHERTY, AS TRUSTEE OF THE
                                   SCOTT DAUGHERTY PROFIT SHARING PLAN



                                   DELAWARE CHARTER GUARANTEE TRUSTEE
                                   FBO KATHERIN MEYER IRA


                                   /s/ Guy Woodbury
                                   GUY WOODBURY


                                   /s/ Doug Collins
                                   DOUG COLLINS

                                   /s/ Dan Patton
                                   DAN PATTON


                                   /s/ Tom Henderson
                                   TOM HENDERSON


                                   /s/ Ronald C. Murfee
                                   RONALD C. MURFEE


                                   /s/ Ann Schultz-Deters
                                   ANN SCHULTZ-DETERS


                                   /s/ Carolyn M. Solder
                                   CAROLYN M. SOLDER


                                   /s/ Deb Sanders
                                   DEB SANDERS