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                       FORM OF REGISTRATION RIGHTS AGREEMENT

         This Registration  Rights Agreement  ("Agreement") is made effective as
of ____________, 1999 by and among EBonlineinc.com,  a Nevada corporation having
its principal place of business at 15285 Shady Grove Road, Suite 50,  Rockville,
Maryland 20850 (the "Company"),  and each of the individuals and entities listed
on Exhibit A to this Agreement (the "Investor(s)").

                                    RECITALS

         A. Each  Investor  listed in  Exhibit A has  subscribed  for  shares of
common stock of the Company  ("Shares"),  pursuant to a  non-public  offering of
such Shares by the Company.

         B. As partial consideration for purchase of the Shares by the Investors
the  Company  has offered to provide the  Investors  with  certain  registration
rights as set forth herein.

         In  consideration  of the  foregoing  and the  promises  and  covenants
contained herein, the parties agree as follows:

                                    SECTION 1

                                   DEFINITIONS

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

         1.1  "AFFILIATE"  shall mean any person that  directly,  or  indirectly
through one or more  intermediaries,  controls or is controlled  by, or is under
common control with a specified person.

         1.2 "COMMON  STOCK"  shall mean the $.001 par value Common Stock of the
Company.

         1.3 "COMMISSION"  shall mean the Securities and Exchange  Commission or
any other federal agency at the time administering the Securities Act.

         1.4 "EXCHANGE ACT" shall mean the  Securities  Exchange Act of 1934, as
amended,  or any similar  federal  statute and the rules and  regulations of the
Commission thereunder, all as the same shall be in effect at the time.

         1.5 "HOLDER" OR "HOLDERS"  shall mean any Investor owning Shares or any
permitted transferee thereof in accordance with Section 2.10 hereof.

         1.6  "INITIAL  CLOSING"  shall mean the initial  closing of the Private
Placement  in which the  Shares  were  sold,  pursuant  to a  Private  Placement
Memorandum dated August 2, 1999.

         1.7  "INITIATING   HOLDERS"  shall  mean  the  Investors  or  permitted
transferees  of the Investors  under Section 2.10 hereof who, in the  aggregate,
are Holders of not less than fifty percent (50%) of the outstanding Shares.

         1.8  "INVESTOR(S)"  shall mean the  individuals  and entities listed in
Exhibit A to this Agreement.


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         1.9 The terms "REGISTER,"  "REGISTERED" and  "REGISTRATION"  refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act,  and the  declaration  or ordering of the
effectiveness of such registration statement.

         1.10  "REGISTRATION  EXPENSES"  shall  mean all  expenses  incurred  in
complying with  registrations,  filings or qualification  under Sections 2.1 and
2.2 hereof, including,  without limitation, all registration,  qualification and
filing fees,  printing  expenses,  escrow fees, fees and disbursement of counsel
for the Company,  blue sky fees and expenses,  the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company and Selling Expenses).

         1.11  "SECURITIES  ACT"  shall  mean the  Securities  Act of  1933,  as
amended,  or any similar  federal  statute and the rules and  regulations of the
Commission thereunder, all as the same shall be in effect at the time.

         1.12  "SELLING  EXPENSES"  shall mean all  underwriting  documents  and
selling  commissions  applicable to the sale and all fees and  disbursements  of
special counsel for any Holder (except as provided in Section 1.10).

         1.13  "SHARES"  shall mean the shares of Common Stock sold  pursuant to
the Private Placement Memorandum dated August 2, 1999.

                                    SECTION 2

                               REGISTRATION RIGHTS

         2.1      DEMAND REGISTRATION.

                  (a) DEMAND FOR REGISTRATION. In case the Company shall receive
from   Initiating   Holders  a  written  demand  that  the  Company  effect  any
Registration  with  respect to all or a part of the Shares at any time after six
months, and until two years and six months from the Initial Closing, the Company
will:

                    (i)  promptly   give   written   notice   of  the   proposed
                         Registration to all other Holders; and

                    (ii) use its  diligent  efforts to effect such  Registration
                         within  90  days of  receipt  of  such  written  demand
                         (including,  without  limitation,  the  execution of an
                         undertaking  to  file  post-effective   amendments  and
                         appropriate   compliance  with  applicable  regulations
                         issued   under  the   Securities   Act  and  any  other
                         governmental requirements or regulations), as may be so
                         requested and as would permit or facilitate  the public
                         offer and sale,  for a period of not less than nine (9)
                         consecutive months (the "Effectiveness  Period") of all
                         or such portion of such Shares as are specified in such
                         request  in  writing  received  by the  Company  within
                         fifteen (15) days after receipt of such written  notice
                         from the Company;  provided, that the Company shall not
                         be  obligated  to take any  action to  effect  any such
                         Registration pursuant to this Section 2.1:

                                   A)   In any particular  jurisdiction in which
                                        the Company would be required to execute
                                        a general  consent to service of process
                                        in effecting  such  Registration  unless

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                                        the   Company  is  already   subject  to
                                        service in such  jurisdiction and except
                                        as may  be  required  by the  Securities
                                        Act;

                                   B)   If  the  Shares  have  been   Registered
                                        pursuant    to   Section   2.2  of  this
                                        Agreement; or

                                   C)   After the Company has  effected  one (1)
                                        such   Registration   pursuant  to  this
                                        Section 2.1(a),  such  Registration  has
                                        been  declared or ordered  effective and
                                        the securities  offered pursuant to such
                                        Registration have been sold.

                  Subject to the foregoing  clauses (A) through (C), the Company
shall file a registration statement covering the Shares so requested pursuant to
this Section 2.1(a).

                  (b)  UNDERWRITING.   If  the  Initiating   Holders  intend  to
distribute the Shares covered by their request by means of an underwriting, they
shall so advise the Company as part of their  request  made  pursuant to Section
2.1 and the  Company  shall  include  such  information  in the  written  notice
referred  to in  Section  2.1(a)(i).  The right of any  Holder  to  Registration
pursuant  to  Section  2.1  shall  then  be   conditioned   upon  such  Holder's
participation in such  underwriting and the inclusion of such Holder's Shares in
the underwriting to the extent requested and provided herein.

                  The Company shall (together with all Holders and other parties
proposing to distribute  their Shares through such  underwriting)  enter into an
underwriting  agreement  in  customary  form with the  representative(s)  of the
underwriter or underwriters (the  "Underwriter's  Representative")  selected for
such underwriting by the Initiating Holders. Notwithstanding any other provision
of this Section 2.1, if the Underwriter's  Representative advises the Initiating
Holders in writing that marketing  factors require a limitation of the number of
Shares to be underwritten, the Initiating Holders shall so advise all holders of
Shares, and the underwriter may limit the number of Shares to be included in the
Registration  and  underwriting on a pro rata basis based on the total number of
Shares entitled to Registration held by the participating  Holders.  The Company
and/or the Underwriter's Representative may, in their sole discretion, round the
number of Shares offered hereunder to the nearest 100 Shares. No Shares excluded
from the underwriting by reason of the  Underwriter's  Representative  marketing
limitation shall be included in such Registration.

                  If any  Holder  of  Shares  disapproves  of the  terms  of the
underwriting, such person may elect to withdraw therefrom prior to effectiveness
of  the   registration   statement  by  written  notice  to  the  Company,   the
Underwriter's Representative and the Initiating Holders. The Shares so withdrawn
shall also be withdrawn from Registration;  provided,  however,  that, if by the
withdrawal of such Shares a greater number of Shares held by other participating
Holders  may  be  included  in  such  registration  (up to  the  maximum  of any
limitation imposed by the Underwriter's Representative),  then the Company shall
allocate such greater number of Shares to such Holders in proportion,  as nearly
as practicable,  to the respective  amount of Shares held by such  participating
Holders.

                  If the Underwriter's Representative has not limited the number
of Shares to be  underwritten,  the Company may include  securities  for its own
account  or for  the  account  of  other  shareholders  of the  Company  in such
Registration if the Underwriter's Representative so agrees.

         2.2  COMPANY  REGISTRATION.  If at any time or from  time to time,  the
Company shall  determine to Register any of its  securities,  either for its own
account  or the  account  of a  security  holder  or  holders  exercising  their
respective demand registration rights, other than (i) a registration on Form S-8
(or a similar or successor form) relating solely to employee stock option, stock

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purchase or other benefit plans,  or (ii) a registration on Form S-4 (or similar
or successor  form)  relating  solely to a transaction  pursuant to Rule 145, as
promulgated by the Commission, the Company will:

                  (a) give to each Holder  written  notice of its  intention  at
least 20 days  before  filing  each such  registration  statement  with  respect
thereto; and

                  (b) include in such Registration all the Shares specified in a
written request or requests, made within fifteen (15) days after receipt by such
Holder of the notice given  pursuant to 2.1(a).  The Company shall  register the
Shares  "for  the  shelf",  that  is,  for  future  sale,  not  as  part  of the
underwriting.  Except for the first such underwriting, the provisions of Section
2.1(b) shall apply to any other Registration under this Section 2.2.

                  (c)  notwithstanding  the  provisions of this Section 2.2, the
Company has the right at any time after giving notice pursuant to Section 2.2(a)
to elect not to file, or to withdraw, such Registration prior to effectiveness.

         2.3   DELAY PERIODS, SUSPENSION OF SALES.

                  (a)  If  at  any  time   prior  to  the   expiration   of  the
Effectiveness Period, counsel to the Company (which counsel shall be experienced
in securities  laws matters) has  determined in good faith that it is reasonable
to  conclude  that the filing of a  registration  statement  pursuant to Section
2.1(a) or the  compliance  by the Company  with its  disclosure  obligations  in
connection  with such  registration  statement  may  require the  disclosure  of
information  which the Board of  Directors  of the  Company  has  identified  as
material and which the Board of Directors has determined  that the Company has a
BONA FIDE business purpose for preserving as confidential,  then the Company may
delay the filing or the  effectiveness  of such  registration  statement (if not
then filed or effective,  as  applicable)  and shall not be required to maintain
the effectiveness thereof or amend or supplement such registration statement for
a period (an "Information  Delay Period") expiring three business days after the
earlier to occur of (A) the date on which such material information is disclosed
to the public or ceases to be  material or the Company is able to so comply with
its  disclosure  obligations  and Commission  requirements  or (B) up to 90 days
after the Company  notifies the Holders of the Shares  included  therein of such
good faith  determination.  Each such Information  Delay Period begun during the
Effectiveness  Period shall  suspend the  Effectiveness  Period until the end of
each such  Information  Delay Period.  There shall be permitted no more than two
Information Delay Periods during any twelve month period.

                  (b)  If  at  any  time   prior  to  the   expiration   of  the
Effectiveness  Period,  the  Company  is  advised  by  a  nationally  recognized
investment  banking firm selected by the Company  that,  in such firm's  written
reasonable  opinion addressed to the Company (a copy of which shall be delivered
to each Holder of Shares Registered under the registration statement),  sales of
Shares  pursuant to such  registration  statement at such time would  materially
adversely affect any immediately planned underwritten public equity financing by
the Company,  the Company shall not be required to maintain the effectiveness of
such registration  statement or amend or supplement such registration  statement
for a period (a "Transaction Delay Period") commencing on the date of pricing of
such equity  financing  and expiring  three  business days after the earliest to
occur  of (A)  the  abandonment  of such  financing  or (B) 90  days  after  the
completion of such financing.  Each such  Transaction  Delay Period begun during
the Effectiveness Period shall suspend the Effectiveness Period until the end of
each such  Transaction  Delay Period.  There shall be permitted no more than two
Transaction Delay Periods during any twelve month period.

                  (c) A Transaction Delay Period and an Information Delay Period
are hereinafter collectively referred to as "Delay Periods" or a "Delay Period."
The Company will give prompt written notice to each Holder of Shares included in


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the registration  statement of each Delay Period. Such notice shall be given (A)
in the case of an Information  Delay Period,  as soon as  practicable  after the
Board of Directors makes the determination referenced in Section 2.3(a), and (B)
in the case of a Transaction  Delay  Period,  at least 20 days in advance of the
commencement  of such Delay  Period.  Such notice shall state to the extent,  if
any, as is practicable,  an estimate of the duration of such Delay Period.  Each
such  Holder,  be  acceptance  of any Shares,  agrees that upon  receipt of such
notice of Delay Period such Holder will (x) forthwith discontinue disposition of
Shares  pursuant  to  such  Registration  statement  and  (y)  not  deliver  any
prospectus  forming a part of the registration  statement in connection with any
sale of Shares until the expiration of such Delay Period.

         2.4 BLUE SKY  QUALIFICATION.  The Company hereby  covenants to take all
reasonable  efforts to qualify or register the Shares included in a registration
statement  for offering and sale under the  securities  or blue sky laws of such
states as are reasonably requested by the Holders in writing; provided, however,
that the  Company  shall not be  obligated  to  execute  or file any  consent to
service of process or to qualify as a foreign  corporation  to do business under
the laws of any such jurisdiction.

         2.5 EXPENSES OF  REGISTRATION.  All Registration  Expenses  incurred in
connection with any Registration pursuant to Section 2.1 or Section 2.2 shall be
borne by the Company and all Selling Expenses relating to securities  registered
by the Holders shall be borne by the Holders of such  securities pro rata on the
basis of the number of securities so  registered;  provided,  however,  that the
participating  Holders  shall pay, pro rata,  all  expenses of any  registration
proceeding  begun  pursuant  to  Section  2.1 if  the  Registration  request  is
subsequently  withdrawn  at any time at the request of the Holders of a majority
of the  Shares to be  Registered,  unless  such  withdrawal  is due to  material
adverse  information  pertaining  to the  Company  as of the date of filing  the
Registration which was previously not known to the Holders.

         2.6 REGISTRATION PROCEDURES.  In the case of each Registration effected
by the  Company  pursuant to this  Section 2, the Company  will keep each Holder
advised in  writing  as to the  initiation  of each  Registration  and as to the
completion thereof. At its expense the Company will:

                  (a) Keep such  Registration  effective  until the  earlier  to
occur of (A) the  completion  of the  Effectiveness  Period or (B) the Holder or
Holders have completed the distribution  described in the registration statement
relating thereto; and

                  (b) Furnish such number of  prospectuses  and other  documents
incident thereto as a Holder from time to time may reasonably request.

         2.7      INDEMNIFICATION.

                  (a) The Company will  indemnify  and hold  harmless,  and does
hereby  undertake  to indemnify  and hold  harmless,  each  Holder,  each of its
officer,  directors and partners, and each person controlling such Holder within
the  meaning  of  Section  15 of the  Securities  Act,  with  respect  to  which
Registration  has  been  effected   pursuant  to  this  Section  2.5,  and  each
underwriter,  if any, and each person who controls  any  underwriter  within the
meaning of Section 15 of the  Securities  of the  Securities  Act,  against  all
expenses, claims, losses, damages and liabilities (or actions in respect thereof
to which they may  become  subject),  including  settlement  of any  litigation,
commenced or  threatened,  to which they may become subject under the Securities
Act,  the  Exchange  Act,  or other  federal or state law,  arising  out of this
Agreement or based on any alleged untrue  statement or a material fact contained
in any registration statement,  prospectus,  offering circular or other document
or  amendments  thereto,  or based on any alleged  omission  to state  therein a


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material fact required of the Company in connection with any such  Registration,
or any  violation  by the  Comoany of any  federal,  state or common law rule or
regulation  applicable to Company and relating to action or inaction required of
Company in  connection  with any such  Registration.  Further,  the Company will
reimburse each such Holder,  each of its officers,  directors and partners,  and
each person  controlling such Holder,  each such underwriter and each person who
controls any such  underwriter,  for any legal or any other expenses  reasonably
incurred in  connection  with  investigating,  preparing or  defending  any such
claim, loss, damage,  liability or action;  provided,  however, that the Company
will not be liable in any such case to the  extend  that any such  claim,  loss,
damage,  liability or expense arises out of or is based on any untrue  statement
or omission or alleged untrue statement or omission made in reliance upon and in
conformity  with written  information  furnished to the Company by an instrument
executed by such Holder or underwriter.

                  (b) Each  Holder  will,  if  Shares  held by such  Holder  are
included in the  securities  as to which such  Registration  is being  effected,
indemnify  and hold  harmless the Company,  each of its  directors and officers,
agents and  employees,  each  underwriter,  if any, of the Company's  securities
covered by such a registration  statement,  each person who controls the Company
or such underwriter  within the meaning of Section 15 of the Securities Act, and
each other such Holder,  each of its  officers,  directors and partners and each
person  controlling  such  Holder  within  the  meaning  of  Section  15 of  the
Securities Act, against all claims,  losses, damages and liabilities (or actions
in respect thereof to which they may become  subject),  including  settlement of
any litigation  under the Securities  Act, the Exchange Act, or other federal or
state law arising  out of or based on any untrue  statement  (or alleged  untrue
statement)  of a material  fact  contained in any such  registration  statement,
prospectus,  offering circular or other document,  or amendments thereto,  which
material  fact was  provided in writing by the Holder for  inclusion in any such
documents,  or any  violation by the Holder of any federal,  state or common law
rule or regulation  applicable to such Holder and relating to action or inaction
required of such Holder in connection with any such Registration.  Further, each
Holder will reimburse the Company, such other Holders, such directors, officers,
persons,  underwriters or control persons of the Company,  such other Holders or
the  underwriters,  for any legal or any other expenses  reasonably  incurred in
connection  with  investigating,  preparing or defending  any such claim,  loss,
damage,  liability or action,  in each case (other than a violation of law, rule
or regulation) to the extent, but only to the extent, that such untrue statement
(or alleged untrue  statement) or omission (or alleged omission) is made in such
registration  statement,  prospectus,  offering  circular  or other  document in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by an instrument executed by such Holder. Notwithstanding the foregoing,
the obligations of such Holders hereunder shall be limited to an amount equal to
the  proceeds  to each such  Holder of  Shares  from the sale of such  Shares as
contemplated herein.

                  (c) Each party entitled to indemnification  under this Section
2.5 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
deliver written notice to the Indemnifying  Party of commencement  thereof.  The
Indemnifying Party, at its sole option, may participate in or assume the defense
of any such claim or any litigation  resulting therefrom with counsel reasonably
satisfactory to the Indemnified  Party and the Indemnified Party may participate
in such defense at such party's expense. The failure of any Indemnified Party to
give notice as provided herein shall not relieve the  Indemnifying  Party of its
obligation under this Section 2.6 except to the extend that such failure to give
notice shall materially  adversely affect the Indemnifying  Party in the defense
of any such litigation.  No Indemnifying Party, in the defense of any such claim
or litigation shall, except with the consent of each Indemnified Party,  consent
to entry of any judgment or enter into any settlement  which does not include as
an  unconditional  term a release from all liability in respect to such claim or
litigation by the claimant or plaintiff to such Indemnified Party.


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         2.8  INFORMATION  BY  HOLDER.  Each  Holder of Shares  included  in any
Registration shall furnish to the Company such information regarding such Holder
and the  distribution  proposed  by such  Holder as the  Company  may request in
writing and as shall be required in connection with any Registration referred to
in this Section 2.

         2.9 RULE 144 REPORTING. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale  of  Shares  which  are   Restricted   Securities  to  the  public  without
registration, the Company agrees:

                  (a) To make and keep public  information  available,  as those
terms are understood and defined in Rule 144 under the Securities Act;

                  (b) To use its diligent efforts to file with the Commission in
a timely  manner all reports and other  documents  required of the Company under
the Securities Act and the Exchange Act at all times after it has become subject
to such reporting requirements; and

                  The Company  further  shall furnish  forthwith  upon request a
written  statement as to its compliance with the reporting  requirements of said
Rule.  The Company shall provide  forthwith  upon written  request a copy of the
most recent  annual or quarterly  report of the Company,  and such other reports
and  documents of the Company as Investors  may  reasonably  request in availing
itself of any rule or regulation of the Commission allowing Investor to sell any
such Shares without registration.

         2.10  ASSIGNMENT  OF  REGISTRATION  RIGHTS.  The  rights  granted  each
Investor under this Agreement may not be assigned except:  (i) to a purchaser of
more than 5,000 Shares (as  appropriately  adjusted for stock  dividends,  stock
splits,  stock  combinations,  recapitalizations,  consolidations and the like);
(ii) to a  successor  entity to an  Investor  pursuant  to a  reorganization  or
recapitalization of an Investor,  (iii) to an Affiliate of an Investor,  or (iv)
to the partners of an Investor or to the estate or heirs of such a partner or to
a trust for the  benefit  of such a partner,  his or her spouse or  descendants;
provided,  that the Company  receives  notice within twenty (20) days  following
such assignment.

         2.11 TERMINATION OF REGISTRATION  RIGHTS.The rights granted pursuant to
this Agreement  shall  terminate as to each Investor (and  permitted  transferee
under Section 2.10 above) upon the occurrence of any of the following:

          a)   At such time as all Shares  held by such  Investor  or  permitted
               transferee  can be sold  pursuant  to Rule 144 (or its  successor
               provision) within the three-month time period referred to in Rule
               144(e);

          b)   At such time as all Shares  held by such Holder can be sold under
               Rule 144(k) (or its successor provision);

         2.12 "MARKET  STAND-OFF"  AGREEMENT.  Each Holder agrees not to sell or
otherwise  to transfer  or dispose of any Shares held by such Holder  during the
period not to exceed two hundred seventy (270) days as requested by the managing
underwriter following the effective date of the first registration  statement of
the Company filed under the Securities Act after the Initial  Closing,  provided
that all officers and directors  enter into similar  agreements.  Such agreement
shall be  confirmed  in writing in a form  satisfactory  to the Company and such
underwriter.  The Company may impose stop-transfer  instructions with respect to
the Shares subject to the foregoing restriction until the end of such period.

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                                    SECTION 3

                                  MISCELLANEOUS

         3.1 GOVERNING LAW. This Agreement  shall be governed in all respects by
the laws of the State of Colorado.

         3.2 SURVIVAL. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by any Investor and the closing
of the transactions contemplated hereby.

         3.3 SUCCESSORS  AND ASSIGNS.  Except as otherwise  provided  herein and
subject to compliance with the provisions  herein,  the provisions  hereof shall
inure to the benefit of, and be binding upon, the  successors,  assigns,  heirs,
executors and administrators of the parties thereto.

         3.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other documents
delivered  pursuant  hereto  constitute  the full and entire  understanding  and
agreement  between the parties with regard to the subject  matter  hereto.  This
Agreement  may only be amended or waived by a writing  signed by all  parties to
this Agreement; provided, however, that Holders of a majority of the Shares then
held by the Holders or any permitted  transferee thereof,  acting together,  may
waive  or  amend  (either  generally  or in a  particular  instance  and  either
retroactively  or  prospectively),  on  behalf  of all  Investors,  Holders  and
permitted transferees, any provisions hereof affecting Investors, so long as the
effect  thereof  will  be  that  all  such  Investors,   Holders  and  permitted
transferees will be treated equally.

         3.5  NOTICES,  ETC.  All notices and other  communications  required or
permitted  hereunder  shall be in writing and shall be mailed by  registered  or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed (a) if to an Investor, at such Investor's address set forth on Exhibit
A, or at such other address as Investor  shall have  furnished to the Company in
writing, or (b) if to any other holder of any Registerable  Securities,  at such
address as such holder shall have  furnished  the Company in writing,  or, until
any such  holder so  furnishes  an  address to the  Company,  then to and at the
address of the last holder of such Registerable  Securities who has so furnished
an address to the Company, or (c) if to the Company,  one copy should be sent to
the attention of the President.  If notice is provided by mail,  notice shall be
deemed to be given upon  proper  deposit in the mail (and if outside  the United
States, sent by airmail).

         3.6 DELAY OR  OMISSIONS.  No delay or omission  to exercise  any right,
power or remedy accruing to any holder of any  Registerable  Securities upon any
breach or default of the Company  under this  agreement,  shall  impair any such
right,  power or remedy of such holder nor shall it be  construed to be a waiver
of any such breach or default,  or an  acquiescence  therein,  or in any similar
breach or  default  thereafter  occurring;  nor shall any  waiver of any  single
breach or default be deemed a waiver of any other breach or default  theretofore
or thereafter occurring.  Any waiver, permit, consent or approval of any kind or
character  on the  part of any  holder  of any  breach  or  default  under  this
Agreement  or any  waiver  on  the  part  of any  holder  of any  provisions  or
conditions of this Agreement,  must be in writing and shall be effective only to
the extent  specifically set forth in such writing or as provided in Section 3.4
of this  Agreement.  All  remedies,  either under this  Agreement,  or by law or
otherwise afforded to any holder, shall be cumulative and not alternative.

         3.7  EXPENSES.  Except as  provided  in Section 2, the Company and each
Investor  shall bear its own expenses and legal fees incurred on its behalf with
respect to this Agreement and the transactions contemplated hereby.

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<PAGE>

         3.8  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts, all of which together shall constitute one instrument, and each of
which may be executed by less than all of the parties to this Agreement.

         3.9  SEVERABILITY.  In the event that any  provisions of this Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable  or void,  this Agreement  shall continue in full force and effect
without said provision;  provided,  that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.

         3.10  TITLES  AND  SUBTITLES.  The titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.



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