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                                                                 EXHIBIT 10.29


                            REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 23, 1998 
(this "Agreement"), is made by and between SUPERGEN, INC., a Delaware 
corporation (the "Company"), and HSBC JAMES CAPEL CANADA, INC. (the 
"Investor").

                                 W I T N E S S E T H:

          WHEREAS, upon the terms and subject to the conditions of the Common 
Stock Purchase Agreement, dated as of November 23, 1998, between the Investor 
and the Company (the "Purchase Agreement"), the Company has agreed to issue 
and sell to the Investor, 460,000 shares of the common stock, $.0001 par 
value per share (the "Common Stock"), of the Company (the "Shares"), and 
warrants issued pursuant to Section 7.1 of the Purchase Agreement to purchase 
shares of Common Stock (the "Warrants"), which Warrants will be exercisable 
for shares of Common Stock (the "Warrant Shares"), for a purchase price of 
$3,000,000; and 

          WHEREAS, to induce the Investor to execute and deliver the Purchase 
Agreement, the Company has agreed to provide certain registration rights 
under the Securities Act of 1933, as amended, and the rules and regulations 
thereunder, or any similar successor statute (collectively, the "Securities 
Act"), with respect to the Shares and Warrant Shares;

          NOW, THEREFORE, in consideration of the premises and the mutual 
covenants contained herein and other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the Company and the 
Investor hereby agrees as follows:

          1.   DEFINITIONS.

          (a)  As used in this Agreement, the following terms shall have the 
following meanings:

          (i)  "Investor" means the Investor and any permitted transferee or 
assignee who agrees to become bound by the provisions of this Agreement in 
accordance with Section 9 hereof.

          (ii) "Register," "Registered," and "Registration" refer to a 
registration effected by preparing and filing a Registration Statement or 
Statements in compliance with the Securities Act and pursuant to Rule 415 
under the Securities Act or any successor rule providing for offering 
securities on a continuous basis ("Rule 415"), and the declaration or 
ordering of effectiveness of such Registration Statement by the United States 
Securities and Exchange Commission (the "SEC").

          (iii)     "Registrable Securities" means the Shares and the Warrant 
Shares.

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          (iv) "Registration Statement" means a registration statement of the 
Company under the Securities Act.

          (b)  Capitalized terms used herein and not otherwise defined herein 
shall have the respective meanings set forth in the Purchase Agreement.

          2.   REGISTRATION.

          (a)  MANDATORY REGISTRATION.  The Company shall prepare and file 
with the SEC a Registration Statement on an appropriate form for registering 
for resale by the Investor a sufficient number of shares of Common Stock for 
the Investor (or such lesser number as may be required by the SEC, but in no 
event less than the number of shares of Common Stock which will be issued 
under the Purchase Agreement and the Warrants exercisable at the time of 
filing of the Registration Statement, or an amendment to any pending Company 
Registration Statement, and such Registration Statement or amended 
Registration Statement shall state that, in accordance with Rule 416 and 457 
under the Securities Act, it also covers such indeterminate number of 
additional shares of Common Stock as may become issuable upon the exercise of 
the Warrants to prevent dilution resulting from stock splits, or stock 
dividends), and the Company shall use its best efforts to cause the 
Registration Statement shall be declared effective no later than 75 days 
after the Closing Date.  If at any time the number of shares of Common Stock 
issuable under the Purchase Agreement exceeds the aggregate number of shares 
of Common Stock then registered, the Company shall, within ten (10) business 
days after receipt of a written notice from any Investor, either (i) amend 
the Registration Statement filed by the Company pursuant to the preceding 
sentence, if such Registration Statement has not been declared effective by 
the SEC at that time, to register all shares of Common Stock issuable upon 
each of the Company's Draw Downs and the Investor's Call Options, or (ii) if 
such Registration Statement has been declared effective by the SEC at that 
time, file with the SEC an additional Registration Statement to register the 
shares of Common Stock issuable under the Purchase Agreement that exceed the 
aggregate number of shares of Common Stock already registered.  

          (b)  PAYMENTS BY THE COMPANY.  

               If the Registration Statement covering the Registrable 
Securities required to be filed by the Company pursuant to Section 2(a) 
hereof (i) has not been filed within thirty (30) days from the Closing Date, 
the Company will pay the Investor liquidated damages equal to $20,000 per 
week for each week (pro rated for a period which is less than an entire week) 
that the Company fails to file the Registration Statement and/or (ii) has not 
been declared effective by seventy-five (75) days following the Closing Date 
(except as provided by the last sentence of Section 2(a)), then the Company 
will pay the Investor liquidated damages equal to $20,000 per month for each 
month (pro rated for a period which is less than an entire month) until the 
earlier of (x) the date such Registration Statement is declared effective or 
(y) the date all such Registrable Securities may be sold in reliance on Rule 
144.

          3.   OBLIGATIONS OF THE COMPANY.  In connection with the 
registration of the Registrable Securities, the Company shall do each of the 
following.

                                       2

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          (a)  Prepare promptly and file with the SEC, a Registration 
Statement with respect to not less than the number of Registrable Securities 
provided in Section 2(a), above, and thereafter use its best efforts to cause 
each Registration Statement relating to Registrable Securities to become 
effective seventy-five (75) days after the Closing Date, and keep the 
Registration Statement effective at all times until the earliest (the 
"Registration Period") of (i) the date that is three years after the Closing 
Date (ii) the date when the Investor may sell all Registrable Securities 
under Rule 144 or (iii) the date the Investor no longer owns any of the 
Registrable Securities, which Registration Statement (including any 
amendments or supplements thereto and prospectuses contained therein) shall 
not contain any untrue statement of a material fact or omit to state a 
material fact required to be stated therein or necessary to make the 
statements therein, in light of the circumstances in which they were made, 
not misleading;

          (b)  Prepare and file with the SEC such amendments (including 
post-effective amendments) and supplements to the Registration Statement and 
the prospectus used in connection with the Registration Statement as may be 
necessary to keep the Registration Statement effective at all times during 
the Registration Period, and, during the Registration Period, comply with the 
provisions of the Securities Act with respect to the disposition of all 
Registrable Securities of the Company covered by the Registration Statement 
until such time as all of such Registrable Securities have been disposed of 
in accordance with the intended methods of disposition by the seller or 
sellers thereof as set forth in the Registration Statement;

          (c)  The Company shall permit a single firm of counsel designated 
by the Investor to review the Registration Statement and all amendments and 
supplements thereto a reasonable period of time prior to their filing with 
the SEC;

          (d)  Furnish to the Investor whose Registrable Securities are 
included in the Registration Statement and its legal counsel identified to 
the Company, (i) promptly after the same is prepared and publicly 
distributed, filed with the SEC, or received by the Company, one (1) copy of 
the Registration Statement, each preliminary prospectus and prospectus, and 
each amendment or supplement thereto, and (ii) such number of copies of a 
prospectus, and all amendments and supplements thereto and such other 
documents, as the Investor may reasonably request in order to facilitate the 
disposition of the Registrable Securities owned by the Investor;

          (e)  As promptly as practicable after becoming aware of such event, 
the Company shall notify the Investor of (x) the issuance by the SEC of a 
stop order suspending the effectiveness of the Registration Statement, (y) 
the happening of any event of which the Company has knowledge as a result of 
which the prospectus included in the Registration Statement, as then in 
effect, includes an untrue statement of a material fact or omits to state a 
material fact required to be stated therein or necessary to make the 
statements therein, in light of the circumstances under which they were made, 
not misleading, or (z) the occurrence or existence of any pending corporate 
development that, in the reasonable discretion of the Company, makes it 
appropriate to suspend the availability of the Registration Statement, and 
use its best efforts promptly to prepare a supplement or amendment to the 
Registration Statement to correct such untrue statement or omission, and 
deliver such number of copies of such supplement 

                                       3

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or amendment to each Investor as such Investor may reasonably request; 
provided that, for not more than twenty (20) days (or a total of not more 
than forty (40) days in any twelve (12) month period, the Company may delay 
the disclosure of material non-public information concerning the Company (as 
well as prospectus or Registration Statement updating) the disclosure of 
which at the time is not, in the good faith opinion of the Company, the best 
interests of the Company and in the opinion of counsel to the Company (an 
"Allowed Delay"); provided, further, that the Company shall promptly (i) 
notify the Investor in writing of the existence of material non-public 
information giving rise to an Allowed Delay and (ii) advise the Investor in 
writing to cease all sales under the Registration Statement until the end of 
the Allowed Delay.  Upon expiration of the Allowed Delay, the Company shall 
again be bound by the first sentence of this Section 3(f) with respect to the 
information giving rise thereto, and shall be obligated to pay to the 
Investors any amounts provided for in Section 2(b).

          (f)  As promptly as practicable after becoming aware of such event, 
notify the Investor who holds Registrable Securities being sold (or, in the 
event of an underwritten offering, the managing underwriters) of the issuance 
by the SEC of a Notice of Effectiveness or any notice of effectiveness or any 
stop order or other suspension of the effectiveness of the Registration 
Statement at the earliest possible time;

          (g)  Provide a transfer agent and registrar, which may be a single 
entity, for the Registrable Securities not later than the effective date of 
the Registration Statement;

          (h)  Cooperate with the Investor who hold Registrable Securities 
being offered to facilitate the timely preparation and delivery of 
certificates for the Registrable Securities to be offered pursuant to the 
Registration Statement and enable such certificates for the Registrable 
Securities to be in such denominations or amounts as the case may be, as the 
Investor may reasonably request, and, within three (3) business days after a 
Registration Statement which includes Registrable Securities is ordered 
effective by the SEC, the Company shall deliver, and shall cause legal 
counsel selected by the Company to deliver, to the transfer agent for the 
Registrable Securities (with copies to the Investor whose Registrable 
Securities are included in such Registration Statement) an appropriate 
instruction and opinion of such counsel; and

          (i)  Take all other reasonable actions necessary to expedite and 
facilitate disposition by the Investor of the Registrable Securities pursuant 
to the Registration Statement.

          4.   OBLIGATIONS OF THE INVESTOR.  In connection with the 
registration of the Registrable Securities, the Investor shall have the 
following obligations:

          (a)  It shall be a condition precedent to the obligations of the 
Company to complete the registration pursuant to this Agreement with respect 
to the Registrable Securities of the Investor that the Investor shall furnish 
to the Company such information regarding itself, the Registrable Securities 
held by it, and the intended method of disposition of the Registrable 
Securities held by it, as shall be reasonably required to effect the 
registration of such Registrable Securities and shall execute such documents 
in connection with such registration as the Company may reasonably request.  
At least five (5) days prior to the first anticipated filing date of the 

                                       4

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Registration Statement, the Company shall notify the Investor of the 
information the Company requires from the Investor (the "Requested 
Information").

          (b)  The Investor agrees to cooperate with the Company as 
reasonably requested by the Company in connection with the preparation and 
filing of the Registration Statement hereunder; and

          (c)  The Investor agrees that, upon receipt of any notice from the 
Company of the happening of any event of the kind described in Section 3(e) 
or 3(f), above, the Investor will immediately discontinue disposition of 
Registrable Securities pursuant to the Registration Statement covering such 
Registrable Securities until the Investor's receipt of the copies of the 
supplemented or amended prospectus contemplated by Section 3(e) or 3(f) and, 
if so directed by the Company, the Investor shall deliver to the Company (at 
the expense of the Company) or destroy (and deliver to the Company a 
certificate of destruction) all copies in the Investor's possession, of the 
prospectus covering such Registrable Securities current at the time of 
receipt of such notice.

          5.   EXPENSES OF REGISTRATION.  All reasonable expenses, other than 
underwriting discounts and commissions incurred in connection with 
registrations, filings or qualifications pursuant to Section 3, but 
including, without limitation, all registration, listing, and qualifications 
fees, printers and accounting fees, the fees and disbursements of counsel for 
the Company, shall be borne by the Company.

          6.   INDEMNIFICATION.  The rights of the Investor and the Company 
to indemnification and/or contribution in the event any Registrable 
Securities are included in a Registration Statement under this Agreement are 
set forth on Schedule A hereto.

          7.   REPORTS UNDER EXCHANGE ACT.  With a view to making available 
to the Investor the benefits of Rule 144 promulgated under the Securities Act 
or any other similar rule or regulation of the SEC that may at any time 
permit the Investor to sell securities of the Company to the public without 
registration ("Rule 144"), the Company agrees to:

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

          (b)  file with the SEC in a timely manner all reports and other 
documents required of the Company under the Securities Act and the Exchange 
Act; and

          (c)  furnish to the Investor so long as the Investor owns 
Registrable Securities, promptly upon request, (i) a written statement by the 
Company that it has complied with the reporting requirements of Rule 144, the 
Securities Act and the Exchange Act, (ii) a copy of the most recent annual or 
quarterly report of the Company and such other reports and documents so filed 
by the Company and (iii) such other information as may be reasonably 
requested to permit the Investor to sell such securities pursuant to Rule 144 
without registration.

                                       5

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          8.   ASSIGNMENT OF THE REGISTRATION RIGHTS.  The rights to have the 
Company register Registrable Securities pursuant to this Agreement shall be 
automatically assigned by the Investor to any transferee of the Registrable 
Securities only if:  (a) the Investor agrees in writing with the transferee 
or assignee to assign such rights, and a copy of such agreement is furnished 
to the Company within a reasonable time after such assignment, (b) the 
Company is, within a reasonable time after such transfer or assignment, 
furnished with written notice of (i) the name and address of such transferee 
or assignee and (ii) the securities with respect to which such registration 
rights are being transferred or assigned, (c) immediately following such 
transfer or assignment the further disposition of such securities by the 
transferee or assignee is restricted under the Securities Act and applicable 
state securities laws, (d) at or before the time the Company received the 
written notice contemplated by clause (b) of this sentence the transferee or 
assignee agrees in writing with the Company to be bound by all of the 
provisions contained herein, and (e) such transferee shall be an "accredited 
investor" as defined in Rule 501 of Regulation D.  In the event of any delay 
in filing or effectiveness of the Registration Statement as a result of such 
assignment, the Company shall not be liable for any damages arising from such 
delay, or the payments set forth in Section 2(c) hereof.

          9.   AMENDMENT OF REGISTRATION RIGHTS.  Any provision of this 
Agreement may be amended and the observance thereof may be waived (either 
generally or in a particular instance and either retroactively or 
prospectively), only with the written consent of the Company and the 
Investor. Any amendment or waiver effected in accordance with this Section 9 
shall be binding upon the Investor and the Company.

          10.  MISCELLANEOUS.

          (a)  A person or entity is deemed to be a holder of Registrable 
Securities whenever such person or entity owns of record such Registrable 
Securities.  If the Company receives conflicting instructions, notices or 
elections from two or more persons or entities with respect to the same 
Registrable Securities, the Company shall act upon the basis of instructions, 
notice or election received from the registered owner of such Registrable 
Securities.

          (b)  Notices required or permitted to be given hereunder shall be 
in writing and shall be deemed to be sufficiently given when personally 
delivered (by hand, by courier, by telephone line facsimile transmission, 
receipt confirmed, or other means) or sent by certified mail, return receipt 
requested, properly addressed and with proper postage pre-paid (i) if to the 
Company, 2 Annabel Lane, Suite 220, San Ramon, California  94583, Attention:  
Joseph Rubin Feld, with a copy to Wilson Sonsini Goodrich & Rosati, 650 Page 
Mill Road, Palo Alto, California  94304-1050, Attention:  Kathleen Block, 
Esq.; and (ii) if to the Investor, at 105 Adelaide Street West, Suite 1200, 
Toronto Ontario MSH 1P9, Attention:  Mr. Isser Elishis, or at such other 
address as each such party furnishes by notice given in accordance with this 
Section 10(b), and shall be effective, when personally delivered, upon 
receipt and, when so sent by certified mail, four (4) calendar days after 
deposit with the United States Postal Service.

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          (c)  Failure of any party to exercise any right or remedy under 
this Agreement or otherwise, or delay by a party in exercising such right or 
remedy, shall not operate as a waiver thereof.

          (d)  This Agreement shall be governed by and interpreted in 
accordance with the internal laws of the State of Delaware, without giving 
effect to the choice of law provisions.  Each of the Company and the Investor 
(i) hereby irrevocably submits to the jurisdiction of the United States 
District Court and other courts of the United States sitting in the State of 
Delaware for the purposes of any suit, action or proceeding arising out of or 
relating to this Agreement and (ii) hereby waives, and agrees not to assert 
in any such suit, action or proceeding, any claim that it is not personally 
subject to the jurisdiction of such court, that the suit, action or 
proceeding is brought in an inconvenient forum or that the venue of the suit, 
action or proceeding is improper.  Each of the Company and the Investor 
consents to process being served in any such suit, action or proceeding by 
mailing a copy thereof to such party at the address in effect for notices to 
it under this Agreement and agrees that such service shall constitute good 
and sufficient service of process and notice thereof.  Nothing in this 
Section shall affect or limit any right to serve process in any other manner 
permitted by law.

          (e)  A facsimile transmission of this signed Agreement shall be 
legal and binding on all parties hereto.  If any provision of this Agreement 
shall be invalid or unenforceable in any jurisdiction, such invalidity or 
unenforceability shall not affect the validity or enforceability of the 
remainder of this Agreement or the validity or enforceability of this 
Agreement in any other jurisdiction.  This Agreement may be amended only by 
an instrument in writing signed by the party to be charged with enforcement.  
This Agreement supersedes all prior agreements and understandings among the 
parties hereto with respect to the subject matter hereof.  

          (f)  This Agreement and the Purchase Agreement constitute the 
entire agreement among the parties hereto with respect to the subject matter 
hereof. There are no restrictions, promises, warranties or undertakings, 
other than those set forth or referred to herein.  This Agreement supersedes 
all prior agreements and understandings among the parties hereto with respect 
to the subject matter hereof.

          (g)  Subject to the requirements of Section 8 hereof, this 
Agreement shall inure to the benefit of and be binding upon the successors 
and assigns of each of the parties hereto.

          (h)  All pronouns and any variations thereof refer to the 
masculine, feminine or neuter, singular or plural, as the context may require.

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

          (i)  This Agreement may be executed in two or more counterparts, 
each of which shall be deemed an original but all of which shall constitute 
one and the same agreement.  This Agreement, once executed by a party, may be 
delivered to the other party hereto by 

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telephone line facsimile transmission of a copy of this Agreement bearing the 
signature of the party so delivering this Agreement.

          (j)  Neither party shall be liable for consequential damages.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be 
duly executed by their respective officers thereunto duly authorized as of 
the day and year first above written.

                              SUPERGEN, INC.


                              By: /s/ Dr. Joseph Rubinfeld                     
                                  ---------------------------------------------
                                   Name: Dr. Joseph Rubinfeld
                                   Title: President and Chief Executive Officer



                              HSBC JAMES CAPEL CANADA, INC.

                              By: /s/ Isser Elishis                            
                                  ---------------------------------------------
                                   Name: Isser Elishis
                                   Title:   Senior Vice President (SRA)

                                       8

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                                      SCHEDULE A


          (a)  To the extent permitted by law, the Company will indemnify and 
hold harmless the Investor who holds such Registrable Securities, the 
directors, if any, of the Investor, the officers, if any, of the Investor, 
each person, if any, who controls the Investor within the meaning of the 
Securities Act or the Exchange Act (each, an "Indemnified Person" or 
"Indemnified Party"), against any losses, claims, damages, liabilities or 
reasonable expenses (joint or several) incurred (collectively, "Claims") to 
which any of them may become subject under the Securities Act, the Exchange 
Act or otherwise, insofar as such Claims (or actions or proceedings, whether 
commenced or threatened, in respect thereof) arise out of or are based upon 
any of the following statements, omissions or violations in the Registration 
Statement, or any post-effective amendment thereof, or any prospectus 
included therein: (i) any untrue statement or alleged untrue statement of a 
material fact contained in the Registration Statement or any post-effective 
amendment thereof or the omission or alleged omission to state therein a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading, (ii) any untrue statement or alleged 
untrue statement of a material fact contained in the final prospectus (as 
amended or supplemented, if the Company files any amendment thereof or 
supplement thereto with the SEC) or the omission or alleged omission to state 
therein any material fact necessary to make the statements made therein, in 
light of the circumstances under which the statements therein were made, not 
misleading or (iii) any violation or alleged violation by the Company of the 
Securities Act, the Exchange Act, any state securities law or any rule or 
regulation under the Securities Act, the Exchange Act or any state securities 
law (the matters in the foregoing clauses (i) through (iii) being, 
collectively, "Violations").  Subject to clause (b) of this Schedule A, the 
Company shall reimburse the Investor, promptly as such expenses are incurred 
and are due and payable, for any reasonable legal fees or other reasonable 
expenses incurred by them in connection with investigating or defending any 
such Claim. Notwithstanding anything to the contrary contained herein, the 
indemnification agreement contained in this clause (a) shall not (I) apply to 
a Claim arising out of or based upon a Violation which occurs in reliance 
upon and in conformity with information furnished in writing to the Company 
by or on behalf of any Indemnified Person expressly for use in connection 
with the preparation of the Registration Statement or any such amendment 
thereof or supplement thereto, (II) be available to the extent such Claim is 
based on a failure of the Investor to deliver or cause to be delivered the 
prospectus made available by the Company; or (III) apply to amounts paid in 
settlement of any Claim if such settlement is effected without the prior 
written consent of the Company, which consent shall not be unreasonably 
withheld.  The Investor will indemnify the Company and its officers, 
directors and agents and each person, if any, who controls the Company within 
the meaning of the Securities Act or the Exchange Act against any Claims 
arising out of or based upon a Violation which occurs in reliance upon and in 
conformity with information furnished in writing to the Company, by or on 
behalf of the Investor, expressly for use in connection with the preparation 
of the Registration Statement, subject to such limitations and conditions as 
are applicable to the Indemnification provided by the Company hereunder.  
Such indemnity shall remain in full force and effect regardless of any 
investigation made by or on behalf of the Indemnified Person and shall 
survive the transfer of the Registrable Securities by the Investor pursuant 
to Section 8 of this Agreement.

                                       A-1

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          (b)  Promptly after receipt by an Indemnified Person or Indemnified 
Party under this Schedule A of notice of the commencement of any action 
(including any governmental action), such Indemnified Person or Indemnified 
Party shall, if a Claim in respect thereof is to be made against any 
indemnifying party under this Schedule A, deliver to the indemnifying party a 
written notice of the commencement thereof and the indemnifying party shall 
have the right to participate in, and, to the extent the indemnifying party 
so desires, jointly with any other indemnifying party similarly noticed, to 
assume control of the defense thereof with counsel mutually satisfactory to 
the indemnifying party and the Indemnified Person or the Indemnified Party, 
as the case may be.  In case any such action is brought against any 
Indemnified Person or Indemnified Party, and it notifies the indemnifying 
party of the commencement thereof, the indemnifying party will be entitled to 
participate in, and, to the extent that it may wish, jointly with any other 
indemnifying party similarly notified, assume the defense thereof, subject to 
the provisions herein stated and after notice from the indemnifying party to 
such Indemnified Person or Indemnified Party of its election so to assume the 
defense thereof, the indemnifying party will not be liable to such 
Indemnified Person or Indemnified Party under this Schedule A for any legal 
or other reasonable out-of-pocket expenses subsequently incurred by such 
Indemnified Person or Indemnified Party in connection with the defense 
thereof other than reasonable costs of investigation, unless the indemnifying 
party shall not pursue the action of its final conclusion.  The Indemnified 
Person or Indemnified Party shall have the right to employ separate counsel 
in any such action and to participate in the defense thereof, but the 
reasonable fees and reasonable out-of-pocket expenses of such counsel shall 
not be at the expense of the indemnifying party if the indemnifying party has 
assumed the defense of the action with counsel reasonably satisfactory to the 
Indemnified Person or Indemnified Party.  The failure to deliver written 
notice to the indemnifying party within a reasonable time of the commencement 
of any such action shall not relieve such indemnifying party of any liability 
to the Indemnified Person or Indemnified Party under this Schedule A, except 
to the extent that the indemnifying party is prejudiced in its ability to 
defend such action.  The indemnification required by this Schedule A shall be 
made by periodic payments of the amount thereof during the course of the 
investigation or defense, as such expense, loss, damage or liability is 
incurred and is due and payable.

          (c)  To the extent any indemnification by an indemnifying party is 
prohibited or limited by law, the indemnifying party agrees to make the 
maximum contribution with respect to any amounts for which it would otherwise 
be liable under this Schedule A to the fullest extent permitted by law; 
provided, however, that (a) no contribution shall be made under circumstances 
where the maker would not have been liable for indemnification under the 
fault standards set forth in this Schedule A; (b) no seller of Registrable 
Securities guilty of fraudulent misrepresentation (within the meaning of 
Section 11(f) of the Securities Act) shall be entitled to contribution from 
any seller of Registrable Securities who was not guilty of such fraudulent 
misrepresentation; and (c) contribution by any seller of Registrable 
Securities shall be limited in amount to the net amount of proceeds received 
by such seller from the sale of such Registrable Securities.

                                       A-2