Exhibit 10.1

INVESTOR RIGHTS AGREEMENT


     This
Investor Rights Agreement (this “Agreement”) is made and entered into
as of June [__], 2009 among Unify Corporation, a Delaware corporation (the
“Company”),
and each of the investors executing this Agreement and listed on Schedule 1 attached hereto
(the “New Investors”), each of the investors executing this Agreement and listed on
Schedule 2
attached hereto (the “Prior
Investors”) and each of the investors
executing this Agreement and listed on Schedule 3 attached hereto (the
“Management Investors” and, collectively with the New Investors and the Prior
Investors, the “Investors”).

     WHEREAS,
the Company has entered into the Agreement and Plan of Merger, dated as of April
16, 2009 (the “Merger
Agreement”), by and among the Company, a
wholly-owned subsidiary of the Company (“Merger Sub”) and AXS-One Inc., a
Delaware corporation (“AXS-One”), which provides for the merger (the “Merger”) of Merger Sub with
and into the Company, subject to the terms and conditions set forth therein;


     WHEREAS,
each of the Prior Investors and the Management Investors are entitled to receive
a certain number of shares (the “Earn-Out
Shares”) of the Company’s Common Stock, par
value $0.001 per share (the “Common
Stock”), pursuant to Section 4.7 of the
Merger Agreement;

     WHEREAS,
this Agreement is being entered into pursuant to the Standby Convertible Note
Purchase Agreement, dated as of the date hereof, by and among AXS-One and the
New Investors (the “Purchase
Agreement”); and 

     WHEREAS, the Company wishes to induce the New Investors to purchase the Series
2009 5% Secured Convertible Promissory Notes (the “Notes”) in accordance with the terms
and conditions of the Purchase Agreement. 

     NOW, THEREFORE, in consideration of
the mutual covenants contained in this Agreement, and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and the Investors hereby agree as follows: 

     1. Definitions. 

     Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Purchase Agreement. As used in this Agreement,
the following terms shall have the following meanings:

     “Advice” shall have the meaning set
forth in Section 3(m). 

     “Affiliate” means, with respect to any Person, any other Person that directly or
indirectly controls or is controlled by or under common control with such
Person. For the purposes of this definition, “control,” when used with respect
to any Person, means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise; and the
terms of “affiliated,” “controlling” and “controlled” have meanings correlative
to the foregoing. 




     “Board” shall have the meaning set
forth in Section 3(n).

     “Business Day” means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the State of
California generally are authorized or required by law or other government
actions to close. 

     “Commission” means the Securities and
Exchange Commission.

     “Conversion Shares” means the shares of Common Stock issuable upon conversion of
the Notes purchased by the New Investors pursuant to the Purchase Agreement.


     “Effectiveness Date” means, with respect to the Initial Registration Statement
required to be filed hereunder, the 60th
calendar day following the last date of the
Filing Period (or, in the event of a “review” by the Commission, the 90th
calendar day following the last date of the Filing Period) and with respect to
any additional Registration Statements which may be required pursuant to Section
3(b), the 60th calendar day following the date on which an additional
Registration Statement is required to be filed hereunder; provided, however, that in the event
the Company is notified by the Commission that one or more of the above
Registration Statements will not be reviewed or is no longer subject to further
review and comments, the Effectiveness Date as to such Registration Statement
shall be no later than the fifth trading day following the date on which the
Company is so notified if such date precedes the dates otherwise required
above. 

     “Effectiveness Period” shall have the
meaning set forth in Section 2. 

     “Exchange Act” means the Securities
Exchange Act of 1934, as amended. 

     “Filing Period” means the period, if any, commencing with the closing of the
Merger and ending June 30, 2010 and, with respect to any additional Registration
Statements which may be required pursuant to Section 3(b), the earliest
practical date on which the Company is permitted by SEC Guidance to file such
additional Registration Statement related to the Registrable Securities.


     “Holder” or “Holders” means the holder or holders, as the case may be, from time
to time of Registrable Securities, including without limitation the Investors
and their assignees.

     “Indemnified Party” shall have the
meaning set forth in Section 5(c). 

     “Indemnifying Party” shall have the
meaning set forth in Section 5(c). 

     “Initial Registration
Statement” means the initial Registration
Statement which includes the Initial Shares filed pursuant to this Agreement.


     “Initial Shares” means a number of Registrable Securities equal to the lesser
of (a) the total number of Registrable Securities, (b) one-third of the number
of issued and outstanding shares of Common Stock that are held by non-affiliates
of the Company on the day immediately prior to the filing date of the Initial
Registration Statement and (c) such lesser amount of Registrable Securities as
may be required by SEC Guidance. 

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     “Losses” shall have the meaning set
forth in Section 5(a).

     “Person” means an individual or a corporation, partnership, trust, incorporated
or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or political subdivision thereof) or
other entity of any kind. 

     “Proceeding” means an action, claim, suit, investigation or proceeding (including,
without limitation, an investigation or partial proceeding, such as a
deposition), whether commenced or threatened.

     “Prospectus” means the prospectus included in any Registration Statement (including,
without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement
in reliance upon Rule 430A), 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 all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference in such Prospectus.


     “Registrable Securities” means (a) the Conversion Shares, Earn-Out Shares or other
securities issued or issuable to each Investor or its transferee or designee (i)
upon conversion of the Notes or upon any dividend or distribution with respect
to, any exchange for or any replacement of such Notes, Conversion Shares or
Earn-Out Shares or (iii) upon any conversion, exercise or exchange of any
securities issued in connection with any such dividend, distribution, exchange
or replacement, (b) securities issued or issuable upon any stock split, stock
dividend, recapitalization or similar event with respect to the foregoing and
(c) any other security issued as a dividend or other distribution with respect
to, in exchange for, in replacement or redemption of or in reduction of the
liquidation value of any of the securities referred to in the preceding clauses;
provided, however, that such securities shall cease to be Registrable Securities
when such securities have been sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction or when
such securities may be sold without any volume limitations pursuant to Rule 144
as determined by counsel to the Company pursuant to a written opinion letter,
addressed to the Company’s transfer agent to such effect. 

     “Registration Statement” means the registration statements and any additional
registration statements contemplated by Section 2, including (in each case) the
Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto
and all material incorporated by reference in such registration statement.


     “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule. 

     “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
effect as such Rule.

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     “Rule 416” means Rule 416 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same purpose and effect as such Rule. 

     “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same purpose and effect as such Rule. 

     “Rule 430A” means Rule 430A promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended or interpreted from time to time, or
any similar rule or regulation hereafter adopted by the Commission having
substantially the same purpose and effect as such Rule. 

     “Rule 461” means Rule 461 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same purpose and effect as such Rule. 

     “Rule 501” means Rule 501 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same purpose and effect as such Rule. 

     “SEC Guidance” means (i) any written or oral guidance, comments,
requirements or requests of the Commission staff and (ii) the Securities Act.


     “Securities Act” means the Securities
Act of 1933, as amended.  

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     2.
Termination; Registration. During the Filing Period, the Company shall prepare and file
with the Commission an Initial Registration Statement for the resale of all or
such maximum portion of the Registrable Securities as permitted by SEC Guidance
(provided that the Company shall use diligent efforts to advocate with the
Commission for the registration of all of the Registrable Securities in
accordance with the SEC Guidance, including without limitation, the Manual of
Publicly Available Telephone Interpretations D.29) that are not then registered
on an effective Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415. The Registration Statement shall be on
Form S-3 (as promulgated under the Securities Act) (or if such form is not
available to the Company on another form appropriate for such registration in
accordance herewith). The Company shall use its reasonable best efforts to cause
the Registration Statement to be declared effective under the Securities Act not
later than the Effectiveness Date (including filing with the Commission a
request for acceleration of effectiveness in accordance with Rule 461 within
five (5) Business Days of the date that the Company is notified (orally or in
writing, whichever is earlier) by the Commission that a Registration Statement
will not be “reviewed,” or not be subject to further review) and to keep
such Registration Statement continuously effective under the Securities Act
until such date as is the earlier of (x) the date when all Registrable
Securities covered by such Registration Statement have been sold or (y) the
first anniversary date of the effectiveness of such Registration Statement (the
“Effectiveness Period”). For purposes of the obligations of the Company under this
Agreement, no Registration Statement shall be considered “effective” with
respect to any Registrable Securities unless such Registration Statement lists
the Holders of such Registrable Securities as “Selling Stockholders” and
includes such other information as is required to be disclosed with respect to
such Holders to permit them to sell their Registrable Securities pursuant to
such Registration Statement, unless any such Holder is not included as a
“Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also
shall cover, to the extent allowable under the Securities Act and the Rules
promulgated thereunder (including Rule 416), such indeterminate number of
additional shares of Common Stock resulting from stock splits, stock dividends
or similar transactions with respect to the Registrable Securities.
Notwithstanding the foregoing or any other provision of this Agreement, if any
SEC Guidance sets forth a limitation on the number of Registrable Securities
permitted to be registered on a particular Registration Statement (and
notwithstanding that the Company used diligent efforts to advocate with the
Commission for the registration of all or a greater portion of Registrable
Securities), unless otherwise directed in writing by a Holder as to its
Registrable Securities or unless otherwise required by SEC Guidance, the number
of Registrable Securities to be registered on such Registration Statement shall
be reduced on a pro rata basis based on the total number of unregistered
Registrable Securities held by the Holders, to the extent permitted by SEC
Guidance; provided, however, that, prior to any reduction in the number of
Registrable Securities included in a Registration Statement as set forth in this
sentence, the number of shares of Common Stock that are not Registrable
Securities and which shall have been included on such Registration Statement
shall be reduced by up to 100%, if such reduction will permit the registration
of additional Registrable Securities. 

     3. Registration Procedures. 

     In
connection with the Company’s registration obligations hereunder, the Company
shall: 

     (a)
Prepare and file with the Commission during the Filing Period, a Registration
Statement on Form S-3 (as promulgated under the Securities Act) (or if such form
is not available to the Company on another form appropriate for such
registration in accordance herewith) (which shall include a Plan of Distribution
substantially in the form of Exhibit
A attached hereto), and cause the
Registration Statement to become effective and remain effective as provided
herein; provided, however, that not less than three (3) Business Days prior to
the filing of the Registration Statement or any related Prospectus or any
amendment or supplement thereto, the Company shall (i) furnish to the Holders or
their counsel, copies of all such documents proposed to be filed, which
documents (other than those incorporated by reference) shall be subject to the
review of the Holders or their counsel, and (ii) at the request of any Holder
cause its officers and directors, counsel and independent certified public
accountants to respond to such inquiries as shall be necessary, in the
reasonable opinion of counsel to such Holders, to conduct a reasonable
investigation within the meaning of the Securities Act. The Company shall not
file the Registration Statement or any such Prospectus or any amendments or
supplements thereto to which the Holders of a majority of the Registrable
Securities or their counsel shall reasonably object within three (3) Business
Days after their receipt thereof. In the event of any such objection, the
Holders shall provide the Company with any requested revisions to such
prospectus or supplement within two (2) Business Days of such
objection.

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     (b) (i)
Prepare and file with the Commission such amendments, including post-effective
amendments, to the Registration Statement as may be necessary to keep the
Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and to the extent any Registrable
Securities are not included in such Registration Statement for reasons other
than the failure of the Holder to comply with Section 3(m), shall prepare and
file with the Commission such amendments to the Registration Statement or such
additional Registration Statements as are appropriate in order to register for
resale under the Securities Act all Registrable Securities; (ii) cause the
related Prospectus to be amended or supplemented by any required Prospectus
supplement, and as so supplemented or amended to be filed pursuant to Rule 424;
(iii) respond as promptly as reasonably practicable to any comments received
from the Commission with respect to the Registration Statement or any amendment
thereto and as promptly as reasonably practicable provide the Holders true and
complete copies of all correspondence from and to the Commission relating to the
Registration Statement, but not, without the prior written consent of the
Holders, any comments that would result in the disclosure to the Holders of
material and non-public information concerning the Company; and (iv) comply in
all material respects with the provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by the
Registration Statement during the applicable period in accordance with the
intended methods of disposition by the Holders thereof set forth in the
Registration Statement as so amended or in such Prospectus as so supplemented.


     (c)
Notify Holders of Registrable Securities to be sold as promptly as reasonably
practicable (i) when a Prospectus or any Prospectus supplement or post-effective
amendment to the Registration Statement is proposed to be filed; (ii) when the
Commission notifies the Company whether there will be a “review” of such
Registration Statement and whenever the Commission comments in writing on such
Registration Statement; and (iii) with respect to the Registration Statement or
any post-effective amendment, when the same has become effective, and after the
effectiveness thereof: (A) of any request by the Commission or any other federal
or state governmental authority for amendments or supplements to the
Registration Statement or Prospectus or for additional information; (B) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (C) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (D) if the financial statements included in the Registration
Statement become ineligible for inclusion therein or of the occurrence of any
event that makes any statement made in the Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in the case of
the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
Without limitation to any remedies to which the Holders may be entitled under
this Agreement, if any of the events described in Section 3(c)(iii) occur, the
Company shall use its reasonable best efforts to respond to and correct the
event. 

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     (d) Use
its reasonable best efforts to avoid the issuance of or, if issued, use
reasonable best efforts to obtain the withdrawal of, (i) any order suspending
the effectiveness of the Registration Statement or (ii) any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable
time.

     (e) If
requested by any Holder, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment to the Registration Statement such information as the
Company reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus supplement or such post-effective amendment as soon
as reasonably practicable after the Company has received notification of the
matters to be incorporated in such Prospectus supplement or post-effective
amendment. 

     (f)
Furnish to each Holder, without charge, at least one conformed copy of each
Registration Statement and each amendment thereto, including financial
statements and schedules, and all exhibits to the extent requested by such
Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission. 

     (g)
Promptly deliver to each Holder, without charge, as many copies of the
Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such Persons may reasonably request; and the
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.

     (h) Prior
to any public offering of Registrable Securities, use its reasonable best
efforts to register or qualify or cooperate with the selling Holders in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale
under the securities or “Blue Sky” laws of such jurisdictions within the United
States as any Holder requests in writing, to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by a
Registration Statement; provided, however, that the Company shall not be
required to qualify generally to do business in any jurisdiction where it is not
then so qualified or to take any action that would subject it to general service
of process in any jurisdiction where it is not then so subject or subject the
Company to any material tax in any such jurisdiction where it is not then so
subject. 

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     (i)
Cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold pursuant to a
Registration Statement, which certificates shall be free, to the extent
permitted by applicable law and the Purchase Agreement, of all restrictive
legends, and to enable such Registrable Securities to be in such denominations
and registered in such names as any Holder may request at least two (2) Business
Days prior to any sale of Registrable Securities. 

     (j)
Following the occurrence of any event contemplated by Section 3(c)(iii)(D), as
promptly as possible, prepare a supplement or amendment, including a
post-effective amendment, to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.


     (k) Cause
all Registrable Securities relating to such Registration Statement to be listed
on any United States securities exchange, quotation system, market or
over-the-counter bulletin board on which similar securities issued by the
Company are then listed. 

     (l)
Comply in all material respects with all applicable rules and regulations of the
Commission with respect to the Registration Statement. 

     (m)
Request each selling Holder to furnish to the Company information regarding such
Holder and the distribution of such Registrable Securities as is required by law
or the Commission to be disclosed in the Registration Statement, and the Company
may exclude from such registration the Registrable Securities of any such Holder
who fails to furnish such information within a reasonable time prior to the
filing of each Registration Statement, supplemented Prospectus and/or amended
Registration Statement. 

     If the
Registration Statement refers to any Holder by name or otherwise as the holder
of any securities of the Company, then such Holder shall have the right to
require (if such reference to such Holder by name or otherwise is not required
by the Securities Act or any similar federal statute then in force) the deletion
of the reference to such Holder in any amendment or supplement to the
Registration Statement filed or prepared subsequent to the time that such
reference ceases to be required. 

     Each
Holder agrees by its acquisition of such Registrable Securities that, upon
receipt of a notice from the Company of the occurrence of any event of the kind
described in Section 3(c)(iii) or 3(n), such Holder shall forthwith discontinue
disposition of such Registrable Securities under the Registration Statement
until such Holder’s receipt of the copies of the supplemented Prospectus and/or
amended Registration Statement contemplated by Section 3(j), or until it is
advised in writing (the “Advice”) by the Company that the use
of the applicable Prospectus may be resumed, and, in either case, has received
copies of any additional or supplemental filings that are incorporated or deemed
to be incorporated by reference in such Prospectus or Registration Statement.


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     (n) If
(i) there is material non-public information regarding the Company which the
Company’s Board of Directors (the “Board”) reasonably determines not to
be in the Company’s best interest to disclose and which the Company is not
otherwise required to disclose, or (ii) there is a significant business
opportunity (including, but not limited to, the acquisition or disposition of
assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer or other similar transaction) available to the
Company which the Board reasonably determines not to be in the Company’s best
interest to disclose and which the Company would be required to disclose under
the Registration Statement, then the Company may (i) postpone or suspend filing
or effectiveness of a registration statement or (ii) notify the Holders that the
Registration Statement may not be used in connection with any sales of the
Company’s securities, in each case, for a period not to exceed 30 consecutive
days, provided that the Company may not postpone or suspend its obligation under
this Section 3(n) for more than 60 days in the aggregate during any 12 month
period. 

     4. Registration Expenses. 

     All fees
and expenses incident to the performance of or compliance with this Agreement by
the Company shall be borne by the Company whether or not the Registration
Statement is filed or becomes effective and whether or not any Registrable
Securities are sold pursuant to the Registration Statement. The fees and
expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with each
securities exchange, quotation system, market or over-the-counter bulletin board
on which Registrable Securities are required hereunder to be listed, (B) with
respect to filings required to be made with the Commission and (C) in compliance
with state securities or “Blue Sky” laws), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
and of printing or photocopying prospectuses), (iii) messenger, telephone and
delivery expenses, (iv) Securities Act liability insurance, if the Company so
desires such insurance, and (v) fees and expenses of all other Persons retained
by the Company in connection with the consummation of the transactions
contemplated by this Agreement, including, without limitation, the Company’s
independent public accountants (including, in the case of an underwritten
offering, the expenses of any “comfort letters” or costs associated with the
delivery by independent public accountants of a “comfort letter” or “comfort
letters”) and legal counsel. In addition, the Company shall be responsible for
all of its internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder. The Company shall reimburse the
Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Holders of at least a majority of the Registrable Securities
to act as counsel for the Holders in connection with the Registration Statements
filed pursuant hereto or any piggyback registrations under Section 7(e);
provided, that the Company’s reimbursement obligation for such reasonable fees
and disbursements shall not exceed $5,000 in the aggregate. Notwithstanding the
foregoing or anything in this Agreement to the contrary, each Holder shall pay
all underwriting discounts and commissions with respect to any Registrable
Securities sold by it.

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     5. Indemnification. 

     (a)
Indemnification by the Company. The Company shall, notwithstanding any termination of this
Agreement, indemnify and hold harmless each Holder, the officers, directors,
agents, brokers (including brokers who offer and sell Registrable Securities as
principal as a result of a pledge or any failure to perform under a margin call
of Common Stock), investment advisors and employees of each of them, each Person
who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, agents and
employees of each such controlling Person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, costs of preparation and
reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained or incorporated by reference in the Registration
Statement, any Prospectus or any form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any
Prospectus or form of prospectus or amendment or supplement thereto, in the
light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that (i) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to
the Company by such Holder expressly for use therein, which information was
reasonably relied on by the Company for use therein or to the extent that such
information relates to (x) such Holder and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement, such
Prospectus or such form of prospectus or in any amendment or supplement thereto
or (y) such Holder’s proposed method of distribution of Registrable Securities
as set forth in Exhibit A (or as such Holder otherwise informs the Company in writing);
or (ii) in the case of an occurrence of an event of the type described in
Section 3(c)(iii) or 3(n), the use by a Holder of an outdated or defective
Prospectus after the delivery to the Holder of written notice from the Company
that the Prospectus is outdated or defective and prior to the receipt by such
Holder of the Advice contemplated in Section 3(m); provided, however, that the
indemnity agreement contained in this Section 5(a) shall not apply to amounts
paid in settlement of any Losses if such settlement is effected without the
prior written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of an Indemnified Party (as defined in
Section 5(c) to this Agreement) and shall survive the transfer of the
Registrable Securities by the Holders.  

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     (b)
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and
hold harmless the Company, its directors, officers, agents and employees, each
Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors, officers,
agents and employees of such controlling Persons, to the fullest extent
permitted by applicable law, from and against all Losses, as incurred, arising
solely out of or based solely upon any untrue statement of a material fact
contained in the Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto, or arising solely out of
or based solely upon any omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
Prospectus or form of prospectus or supplement thereto, in the light of the
circumstances under which they were made) not misleading, to the extent, but
only to the extent, that (i) such untrue statement or omission is contained in
or omitted from any information so furnished in writing by such Holder to the
Company specifically for inclusion in the Registration Statement or such
Prospectus and that such information was reasonably relied upon by the Company
for use in the Registration Statement, such Prospectus or in any amendment or
supplement thereto, or to the extent that such information relates to (x) such
Holder and was reviewed and expressly approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
prospectus or in any amendment or supplement thereto or (y) such Holder’s
proposed method of distribution of Registrable Securities as set forth in
Exhibit A
(or as such Holder otherwise informs the Company in writing), (ii) in the case
of an occurrence of an event of the type described in Section 3(c)(iii) or 3(n),
the use by a Holder of an outdated or defective Prospectus after the delivery to
the Holder of written notice from the Company that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated in
Section 3(m) or (iii) such Holder’s failure, through no fault of the Company, to
deliver any document prepared by the Company in accordance with Section 3(j) and
delivered to such Holder at least one (1) Business Day prior to the date such
Holder executed an agreement for the sale of Registrable Securities; provided,
however, that the indemnity agreement contained in this Section 5(b) shall not
apply to amounts paid in settlement of any Losses if such settlement is effected
without the prior written consent of the Holder, which consent shall not be
unreasonably withheld. Notwithstanding anything to the contrary contained
herein, the Holder shall be liable under this Section 5(b) for only that amount
as does not exceed the net proceeds to such Holder as a result of the sale of
Registrable Securities pursuant to such Registration Statement. 

     (c)
Conduct of Indemnification
Proceedings. If any Proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an
“Indemnified Party”), such Indemnified Party promptly shall notify the Person
from whom indemnity is sought (the “Indemnifying Party”) in writing, and the
Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and
the payment of all reasonable fees and expenses incurred in connection with
defense thereof; provided, that the failure of any Indemnified Party to give
such notice shall not relieve the Indemnifying Party of its obligations or
liabilities pursuant to this Agreement, except (and only) to the extent that it
shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such failure
shall have proximately and materially adversely prejudiced the Indemnifying
Party.

11




     An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any
such Proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party, and such Indemnified Party shall have been
advised in writing by counsel that a conflict of interest is likely to exist if
the same counsel were to represent such Indemnified Party and the Indemnifying
Party (in which case, if such Indemnified Party notifies the Indemnifying Party
in writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and such counsel shall be at the reasonable expense of the
Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding and does
not impose any monetary or other obligation or restriction on the Indemnified
Party.

     All
reasonable fees and expenses of the Indemnified Party (including reasonable fees
and expenses to the extent incurred in connection with investigating or
preparing to defend such Proceeding in a manner not inconsistent with this
Section) shall be paid to the Indemnified Party, as incurred, within ten (10)
Business Days of written notice thereof to the Indemnifying Party, which notice
shall be delivered no more frequently than on a monthly basis (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder). 

     (d)
Contribution. If a claim for indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party because of a failure or refusal of a
governmental authority to enforce such indemnification in accordance with its
terms (by reason of public policy or otherwise), then each Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions, statements or
omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission of a material fact, has been taken
or made by, or relates to information supplied by, such Indemnifying Party or
Indemnified Party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such action, statement or
omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include, subject to the limitations set forth in Section 5(c), any
reasonable attorneys’ or other reasonable fees or expenses incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided for in
this Section was available to such party in accordance with its terms.
Notwithstanding anything to the contrary contained herein, the Holder shall be
required to contribute under this Section 5(d) for only that amount as does not
exceed the net proceeds to such Holder as a result of the sale of Registrable
Securities pursuant to such Registration Statement.

12




     The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph. 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.

     The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties. The indemnity and contribution agreements herein are in addition to and
not in diminution or limitation of any indemnification provisions under the
Purchase Agreement. 

     6. Rule 144. 

     As long
as any Holder owns Conversion Shares or Earn-Out Shares, the Company covenants
to timely file (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long
as any Holder owns Conversion Shares or Earn-Out Shares, if the Company is not
required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act,
it shall prepare and furnish to the Holders and make publicly available in
accordance with Rule 144(c)(2) annual and quarterly financial statements,
together with a discussion and analysis of such financial statements in form and
substance substantially similar to those that would otherwise be required to be
included in reports required by Section 13(a) or 15(d) of the Exchange Act, as
well as any other information required thereby, in the time period that such
filings would have been required to have been made under the Exchange Act. The
Company further covenants that it shall take such further action as any Holder
may reasonably request, all to the extent required from time to time to enable
such Person to sell Conversion Shares or Earn-Out Shares without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144.

     7. Miscellaneous. 

     (a)
Termination. This Agreement shall terminate and be of no further force and effect if
the Merger Agreement is terminated prior to the closing of the Merger.


     (b)
Remedies.
In the event of a breach by the Company or by a Holder of any of their
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, shall be entitled to
specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate. 

13




     (c)
Entire Agreement; No Inconsistent
Agreements. This Agreement, including any
Schedules and Exhibits hereto, constitutes the full and entire understanding and
agreement among the parties with respect to the subject matter hereof and
supersedes all prior writings and agreements relating to the subject matter
hereof. Neither the Company nor any of its subsidiaries is a party to an
agreement currently in effect, nor shall the Company or any of its subsidiaries,
on or after the date of this Agreement, enter into any agreement with respect to
its securities that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof. 

     (d)
Notice of Effectiveness. Within two (2) Business Days after the Registration
Statement which includes the Registrable Securities is ordered effective by the
Commission, the Company shall deliver, and shall cause legal counsel for the
Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Holders whose Registrable Securities are included in such
Registration Statement) confirmation that the Registration Statement has been
declared effective by the Commission. 

     (e)
Piggy-Back Registrations. If at any time after the closing of the Merger when there is
not an effective Registration Statement covering all of the Registrable
Securities, the Company shall determine to prepare and file with the Commission
a registration statement relating to an offering for its own account or the
account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity
securities issuable in connection with stock option or other employee benefit
plans, the Company shall send to each Holder written notice of such
determination and, if within seven (7) Business Days after receipt of such
notice, any such Holder shall so request in writing (which request shall specify
the Registrable Securities intended to be disposed of by the Holder), the
Company shall cause the registration under the Securities Act of all Registrable
Securities which the Company has been so requested to register by the Holder, to
the extent required to permit the disposition of the Registrable Securities so
to be registered, provided that, if at any time after giving written notice of
its intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to register or to delay registration of such
securities, the Company may, at its election, give written notice of such
determination to such Holder and, thereupon, (i) in the case of a determination
not to register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay expenses in accordance with Section 4), and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities being registered pursuant to this Section 7(e) for the
same period as the delay in registering such other securities. The Company shall
include in such registration statement all or any part of such Registrable
Securities such Holder requests to be registered. In the case of an underwritten
public offering, if the managing underwriter(s) or underwriter(s) should
reasonably object to the inclusion of the Registrable Securities in such
registration statement, then if the Company after consultation with the managing
underwriter should reasonably determine that the inclusion of such Registrable
Securities would materially adversely affect the offering contemplated in such
registration statement and, based on such determination, recommends inclusion in
such registration statement of fewer or none of the Registrable Securities of
the Holders, then (x) the number of Registrable Securities of the Holders
included in such registration statement shall be reduced pro-rata among such
Holders (based upon the number of Registrable Securities requested to be
included in the registration), if the Company after consultation with the
underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y)
none of the Registrable Securities of the Holders shall be included in such
registration statement, if the Company after consultation with the
underwriter(s) recommends the inclusion of none of such Registrable Securities;
provided, however, that if securities are being offered for the account of other
Persons as well as the Company, such reduction shall not represent a greater
fraction of the number of Registrable Securities intended to be offered by the
Holders than the fraction of similar reductions imposed on such other Persons
(other than the Company).

14




     (f)
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
same shall be in writing and signed by the Company and the Holders of at least a
majority of the Registrable Securities. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders to which
such waiver or consent relates; provided, however, that the provisions of this
sentence may not be amended, modified or supplemented except in accordance with
the provisions of the immediately preceding sentence. 

     (g)
Notices.
Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be in writing and shall be deemed given and
effective on the earlier of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified for notice prior to 5:00 p.m., New York City time, on a Business Day,
(ii) the next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a Business Day or later than 5:00 p.m., New
York City time, on any date and earlier than 11:59 p.m., New York City time, on
such date, (iii) the Business Day following the date of mailing, if sent by
nationally recognized overnight courier service such as Federal Express or (iv)
actual receipt by the party to whom such notice is required to be given. The
addresses for such communications shall be with respect to each Holder at its
address set forth under its name on Schedule
1 attached hereto, or with respect to the
Company, addressed to:

	                                                  
          	Unify
      Corporation  
		1420 Rocky Ridge
      Drive, Suite 380  
	 	Roseville,
      California 95661  
		Attention: Todd
      Wille, Chief Executive Officer  



or to such other address or addresses
or facsimile number or numbers as any such party may most recently have
designated in writing to the other parties hereto by such notice. Copies of
notices to the Company shall be sent to:

		K&L Gates
    LLP 
	                                                      
    	70 West Madison,
      Suite 3100  
	 	Chicago,
      Illinois 60602  
		Attention: Jude
      M. Sullivan, Esq.  



15




Copies of notices to any Holder shall
be sent to the addresses, if any, listed on Schedule 1 attached hereto.

     (h)
Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns and shall
inure to the benefit of each Holder and its successors and assigns; provided,
that the Company may not assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of each Holder; and
provided, further, that each Holder may assign any or all of its rights under
this Agreement to any Person to whom it transfers Notes, Conversion Shares or
Earn-Out Shares, provided such transferee agrees in writing to be bound, with
respect to the transferred Notes, Conversion Shares or Earn-Out Shares, by the
provisions hereof that apply to the Investors. 

     (i)
Assignment of Registration
Rights. The rights of each Holder hereunder,
including the right to have the Company register for resale Registrable
Securities in accordance with the terms of this Agreement, shall be
automatically assignable by each Holder to any transferee of such Holder of all
or a portion of the Registrable Securities if: (i) the Holder 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; (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (A) the name and address of such
transferee or assignee and (B) the securities with respect to which such
registration rights are being transferred or assigned; (iii) 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; (iv) at or before the time the Company receives the
written notice contemplated by clause (ii) of this Section 7(i), the transferee
or assignee agrees in writing with the Company to be bound by all of the
provisions of this Agreement; and (v) such transfer shall have been made in
accordance with the applicable requirements of the Purchase Agreement. The
rights to assignment shall apply to the Holders’ (and to subsequent) successors
and assigns. 

     The
Company may require, as a condition of allowing such assignment in connection
with a transfer of Registrable Securities (i) that the Holder or transferee of
all or a portion of the Registrable Securities furnish to the Company a written
opinion of counsel that is reasonably acceptable to the Company to the effect
that such transfer may be made without registration under the Securities Act,
(ii) that the Holder or transferee execute and deliver to the Company an
investment letter in form and substance acceptable to the Company and (iii) that
the transferee be an “accredited investor” as defined in Rule 501(a).


     (j)
Counterparts; Facsimile. This Agreement may be executed in any number of
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. In
the event that any signature is delivered by electronic means or facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

16




     (k)
Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to principles of conflicts of
law thereof. 

     (l)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any
remedies provided by law. 

     (m)
Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable in any respect, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto
shall use their reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable. 

     (n)
Headings.
The headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. 

     (o)
Registrable Securities Held by the Company and
its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Company or its Affiliates
(other than any Holder or transferees or successors or assigns thereof if such
Holder is deemed to be an Affiliate solely by reason of its holdings of such
Registrable Securities or status as an officer or director of the Company) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage. 

     (p)
Obligations of Investors. The Company acknowledges that the obligations of each
Investor under this Agreement are several and not joint with the obligations of
any other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor under this Agreement. The
decision of each Investor to enter into to this Agreement has been made by such
Investor independently of any other Investor. The Company further acknowledges
that nothing contained in this Agreement, and no action taken by any Investor
pursuant hereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a
presumption that the Investors are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated hereby. Each
Investor shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement, and it
shall not be necessary for any other Investor to be joined as an additional
party in any proceeding for such purpose. 

17




     Each
Investor has been represented by its own separate legal counsel in their review
and negotiation of this Agreement and with respect to the transactions
contemplated hereby. The Company acknowledges that such procedure with respect
to this Agreement in no way creates a presumption that the Investors are in any
way acting in concert or as a group with respect to this Agreement or the
transactions contemplated hereby or thereby. 

	[signature pages
      follow] 



18




     IN
WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement
to be duly executed by their respective authorized persons as of the date first
indicated above. 

	COMPANY:  
	   
	UNIFY CORPORATION  
	   
	By: 
    	 
	Name:
      Todd E. Wille  
	Title: CEO  



19





	INVESTORS:  
	Print Exact
      Name:  	 



	By: 
    	 
	Name:  
	Title:  



[June 2009 Investor Rights Agreement
Signature Page] 

20





EXHIBIT A 
PLAN OF DISTRIBUTION


     We are
registering the shares of common stock on behalf of the selling security
holders. Sales of shares may be made by selling security holders, including
their respective donees, transferees, pledgees or other successors-in-interest,
directly to purchasers or to or through underwriters, broker-dealers or through
agents. Sales may be made from time to time on the ________________, any other
exchange or market upon which our shares may trade in the future, in the
over-the-counter market or otherwise, at market prices prevailing at the time of
sale, at prices related to market prices or at negotiated or fixed prices. The
shares may be sold by one or more of, or a combination of, the following:


	-	     	
      a block trade in which the
      broker-dealer so engaged will attempt to sell the shares as agent but may
      position and resell a portion of the block as principal to facilitate the
      transaction (including crosses in which the same broker acts as agent for
      both sides of the transaction);

			 
	-	 	
      purchases by a broker-dealer as
      principal and resale by such broker-dealer, including resales for its
      account, pursuant to this prospectus;

			 
	-		
      ordinary brokerage transactions
      and transactions in which the broker solicits purchases;

			 
	-		through
      options, swaps or derivatives;
			 
	-		in privately
      negotiated transactions;
			  
	-		in making
      short sales or in transactions to cover short sales; and
			  
	-		put or call
      option transactions relating to the shares.



     The
selling security holders may effect these transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. These broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling security holders and/or
the purchasers of shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The selling security
holders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities. 

     The
selling security holders may enter into hedging transactions with broker-dealers
or other financial institutions. In connection with those transactions, the
broker-dealers or other financial institutions may engage in short sales of the
shares or of securities convertible into or exchangeable for the shares in the
course of hedging positions they assume with the selling security holders. The
selling security holders may also enter into options or other transactions with
broker-dealers or other financial institutions which require the delivery of
shares offered by this prospectus to those broker-dealers or other financial
institutions. The broker-dealer or other financial institution may then resell
the shares pursuant to this prospectus (as amended or supplemented, if required
by applicable law, to reflect those transactions).

21




     The
selling security holders and any broker-dealers that act in connection with the
sale of shares may be deemed to be “underwriters” within the meaning of Section
2(11) of the Securities Act of 1933, and any commissions received by
broker-dealers or any profit on the resale of the shares sold by them while
acting as principals may be deemed to be underwriting discounts or commissions
under the Securities Act. The selling security holders may agree to indemnify
any agent, dealer or broker-dealer that participates in transactions involving
sales of the shares against liabilities, including liabilities arising under the
Securities Act. We have agreed to indemnify each of the selling security holders
and each selling security holder has agreed, severally and not jointly, to
indemnify us against some liabilities in connection with the offering of the
shares, including liabilities arising under the Securities Act.

     We have
informed the selling security holders that the anti-manipulative provisions of
Regulation M promulgated under the Securities Exchange Act of 1934 may apply to
their sales in the market.

     Selling
security holders also may resell all or a portion of the shares in open market
transactions in reliance upon Rule 144 under the Securities Act, provided they
meet the criteria and conform to the requirements of Rule 144.

     Upon
being notified by a selling security holder that a material arrangement has been
entered into with a broker-dealer for the sale of shares through a block trade,
special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer, we will file a supplement to this prospectus, if required
pursuant to Rule 424(b) under the Securities Act, disclosing: 

	-	     	
      the name of each such selling
      security holder and of the participating
broker-dealer(s);

			 
	-	 	the number
      of shares involved;
			 
	-		the initial
      price at which the shares were sold;
			 
	-		
      the commissions paid or discounts
      or concessions allowed to the broker-dealer(s), where
      applicable;

			 
	-		
      that such broker-dealer(s) did
      not conduct any investigation to verify the information set out or
      incorporated by reference in this prospectus; and

			 
	-		other facts
      material to the transactions.



22




     In addition, if required under
applicable law or the rules or regulations of the Commission, we will file a supplement to this prospectus when a selling
security holder notifies us that a donee or pledgee intends to sell more
than 500 shares of common stock. 

     We are
paying all expenses and fees customarily paid by the issuer in connection with
the registration of the shares. The selling security holders will bear all
brokerage or underwriting discounts or commissions paid to broker-dealers in
connection with the sale of the shares. 

23