Registration Rights

      Othnet,  Inc.  hereby grants to the Subscriber the following  registration
rights.

      1.    Definitions.

            Capitalized  terms used  herein  without  definition  shall have the
respective meanings given such terms as set forth in the Subscription  Agreement
between   Othnet,   Inc.,  AVP  and  the  subscriber   signatory   thereto  (the
"Subscription  Agreement") or in the Company's  Confidential  Private  Placement
Memorandum,  dated as of  January  5,  2005 (as  amended  or  supplemented,  and
together with all documents and filings attached thereto, the "Memorandum").  As
used herein, the following terms shall have the following meanings:

            Business Day: Any day other than a day on which banks are authorized
            or required to be closed in the State of New York.

            Commission: The United States Securities and Exchange Commission.

            Common Stock:  The common stock,  par value $0.001 per share, of the
            Company.

            Exchange Act: The Securities  Exchange Act of 1934, as amended,  and
            the rules and regulations of the Commission promulgated thereunder.

            Holder or Holders: Any holder of the Registrable Securities.

            Person:  Any individual,  corporation,  partnership,  joint venture,
            association, joint stock company, trust, unincorporated organization
            or government or other agency or political subdivision thereof.

            Prospectus:  The prospectus  included in any Registration  Statement
            (including,   without   limitation,   a  prospectus  that  discloses
            information previously omitted from a prospectus filed as part of an
            effective   registration   statement  in  reliance  upon  Rule  430A
            promulgated under the Securities Act), 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 or deemed to be incorporated by
            reference in such prospectus.

            Registrable  Securities:  The shares of Common Stock  underlying the
            Series B Convertible  Preferred  Stock and the Warrants,  until such
            time  as (1) a  Registration  Statement  covering  such  Registrable
            Securities  has been declared  effective by the  Commission and such
            Registrable  Securities  have  been  disposed  of  pursuant  to such
            effective  Registration Statement or (2) such Registrable Securities
            are saleable  pursuant to Rule 144 (or any similar provision then in
            force) under the Securities Act, without any restriction,  whichever
            is earlier.


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            Registration  Statement:  Any registration  statement of the Company
            that  covers  any  of the  Registrable  Securities  pursuant  to the
            provisions of this Agreement,  including the Prospectus,  amendments
            and  supplements  to such  registration  statements,  including post
            effective amendments, all exhibits, and all material incorporated by
            reference  or  deemed  to  be  incorporated  by  reference  in  such
            registration statement.

            Securities  Act: The  Securities  Act of 1933,  as amended,  and the
            rules and regulations of the Commission promulgated thereunder.

            Series B Convertible  Preferred  Stock: The Series B Preferred Stock
            included in the Units, convertible into Common Stock.

            Units:  The units of the Company sold  pursuant to the  Subscription
            Agreement  consisting  of Series B Convertible  Preferred  Stock and
            Warrants.

            Warrants:  The Warrant included in the Units  exercisable for shares
            of Common Stock.

      2.    Registration Rights.

            (a)  Required  Registration.  Within  45 days  following  the  Final
Closing  Date,  the  Company  shall  prepare  and file  with the  Commission  an
appropriate  Registration  Statement for the purpose of  registering  for public
resale  the  Registrable  Securities  sold  to the  Subscriber  pursuant  to the
Subscription Agreement or held by a Holder. The Company shall use its good faith
best efforts to ensure that the  Registration  Statement  is declared  effective
within 120 days of the Final Closing  Date.  In the event that the  registration
statement covering all of the Registrable Securities is not filed within 45 days
following  the Final  Closing  Date or declared  effective by the SEC within 120
days of the Final Closing Date or the  registration  does not stay effective for
60  consecutive  days,  then the  Company  will pay the  holders of the Series B
Convertible  Preferred  Stock cash  payments  equal to one  percent  (1%) of the
purchase price of the Series B Convertible  Preferred Stock per month,  and such
monthly  payments shall  increase to two percent (2%) per month,  or any portion
thereof,  in the event that the  Registration  Statement has not been filed with
the Commission or declared  effective by the  Commission  within 180 days of the
Final Closing Date.  The Company will agree to take all actions as are necessary
to keep the  Registration  Statement  effective  until  the  date on  which  all
Registrable  Securities  purchased by the  Subscriber or held by a Holder may be
sold  without  any  restriction,  under Rule 144  during  any  90-day  period in
accordance with all rules and regulations regarding sales of securities pursuant
to Rule 144 (such period, the "Effectiveness Period"). Each Subscriber or Holder
shall  respond  promptly  and  accurately  to  Company's  request at  reasonable
intervals  regarding  the  amount of  Registrable  Securities  then held by such
Subscriber or Holder.  The Company  shall bear all expenses of the  Registration
Statement,  including fees and expenses,  if any, of a special  counsel or other
advisors  to the  Subscriber  or a  Holder  and the  Placement  Agent,  equal to
$15,000.  The  Company  shall also pay all  expenses  of the  Investors  and the
Placement  Agent for any "144  opinions" or other opinions which are required in
connection  with any transfers of Securities made by such parties under Rule 144
or any other applicable sale or transfer (including,  without limitation,  sales
made pursuant to prospectus delivery).


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<PAGE>

            (b) Piggyback Registration. If, at any time during the Effectiveness
Period,  the  Company  proposes  to  register  any of its  securities  under the
Securities  Act for sale to the public for its own account or for the account of
other security holders (except with respect to registration  statements on Forms
S-4 or S-8 or  another  form  not  available  for  registering  the  Registrable
Securities  for sale to the public),  each such time it will give written notice
thereof to Holders of its  intention  so to do (such notice to be given at least
fifteen (15) days prior to the filing thereof).  Upon the written request of any
such Holder (which  request shall specify the number of  Registrable  Securities
intended to be disposed of by such Holder and the intended method of disposition
thereof),  received by the Company within ten (10) days after giving of any such
notice by the Company, to register any of such Holder's Registrable  Securities,
the Company will use its reasonable efforts to cause the Registrable  Securities
as to which  registration  shall have been so  requested  to be  included in the
securities to be covered by the Registration  Statement  proposed to be filed by
the Company, all to the extent requisite to permit the sale or other disposition
by the Holder (in  accordance  with its  written  request)  of such  Registrable
Securities so registered ("Piggyback  Registration Rights");  provided, that if,
at any time  after  giving  written  notice of its  intention  to  register  any
securities  pursuant to this Section 2(b) 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  such  securities,  the Company
shall give written  notice to all Holders and,  thereupon,  shall be relieved of
its obligation to register any  Registrable  Securities in connection  with such
registration.  If a  registration  pursuant  to this  Section  2(b)  involves an
underwritten  public  offering,  any Holder  requesting  to be  included in such
registration  may  elect,  in  writing  prior  to  the  effective  date  of  the
registration  statement  filed in  connection  with  such  registration,  not to
register such  securities in connection  with such  registration.  The foregoing
provisions notwithstanding,  the Company may withdraw any registration statement
referred to in this Section 2(b) without thereby  incurring any liability to the
Holders.

            (c) Exceptions. Notwithstanding the foregoing, the Company may delay
the registration of Registrable  Securities pursuant to Section 2(b) hereof (but
not Section 2(a)  hereof) for the time periods  described in Section 2(d) hereof
upon the occurrence of any of the following:

                  (i)  The  Company  shall  have  previously   entered  into  an
            agreement or letter of intent  contemplating an underwritten  public
            offering on a firm  commitment  basis of Common Stock or  securities
            convertible  into or exchangeable  for Common Stock and the managing
            underwriter of such proposed public offering  advises the Company in
            writing  that in its opinion  such  proposed  underwritten  offering
            would  be  materially   and  adversely   affected  by  a  concurrent
            registered offering of Registrable Securities (such opinion to state
            the reasons therefor);

                  (ii)  During the two (2) month  period  immediately  preceding
            such  request,  the Company  shall have entered into an agreement or
            letter of intent,  which has not  expired or  otherwise  terminated,
            contemplating a material business  acquisition by the Company or its
            subsidiaries whether by way of merger, consolidation, acquisition of
            assets, acquisition of securities or otherwise;


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<PAGE>

                  (iii) The  Company  is in  possession  of  material  nonpublic
            information  that the  Company  would be required to disclose in the
            Registration  Statement  and that is not, but for the  registration,
            otherwise required to be disclosed at the time of such registration,
            the disclosure of which,  in its good faith  judgment,  would have a
            material  adverse effect on the business,  operations,  prospects or
            competitive position of the Company;

                  (iv) The Company  shall  receive  the  written  opinion of the
            managing underwriter of the underwritten public offering pursuant to
            which  Common Stock has been  registered  within the three (3) month
            period  prior to the  receipt  of a  registration  request  that the
            registration   of  additional   Common  Stock  will  materially  and
            adversely  affect the market for the Common  Stock (such  opinion to
            state the reasons therefor); or

                  (v) At the time of  receipt  of a  registration  request,  the
            Company  is  engaged,  or its  board of  directors  has  adopted  by
            resolution  a plan to engage,  in any  program  for the  purchase of
            Common Stock or  securities  convertible  into or  exchangeable  for
            Common Stock and, in the opinion of counsel, reasonably satisfactory
            to the requesting  Holders,  the distribution of the Common Stock to
            be  registered  would  cause such  purchase  to be in  violation  of
            Regulation M promulgated under the Exchange Act.

            (d) Period of Delay.  If an event  described  in clauses (i) through
(iv) of Section  2(c) shall  occur,  the Company  may, by written  notice to the
Holders,  delay the  filing of a  Registration  Statement  with  respect  to the
Registrable  Securities to be covered thereby for a period of time not exceeding
one hundred  twenty (120) days.  If an event  described in clause (v) of Section
2(c) shall occur,  the filing of a  Registration  Statement  with respect to the
Registrable  Securities  to be covered  thereby shall be delayed until the first
date that the  Registrable  Securities to be covered thereby can be sold without
violation of Regulation M of the Exchange Act.

      3.    Registration Procedures.

            In  connection  with the  registration  obligations  of the  Company
pursuant to the terms and conditions of this Agreement, the Company shall:

            (a) prior to filing a  Registration  Statement or  Prospectus or any
amendments or supplements thereto, including documents incorporated by reference
after the initial filing of the Registration Statement, the Company will furnish
to the Holders covered by such Registration  Statement (the "Selling  Holders"),
Holders'  legal counsel and the  underwriters,  if any, draft copies of all such
documents  proposed to be filed at least three (3) Business Days prior  thereto,
which  documents will be subject to the review of such Holders'  Counsel and the
underwriters, if any, and the Company will not, unless required by law, file any
Registration  Statement or amendment thereto or any Prospectus or any supplement
thereto  (including  such documents  incorporated by reference) to which Selling
Holders of at least a majority of the  Registrable  Securities  (the  "Objecting
Party")  shall  object,  pursuant to notice  given to the  Company  prior to the
filing of such amendment or supplement (the "Objection  Notice").  The Objection
Notice  shall set  forth  the  objections  and the  specific  areas in the draft
documents where such objections  arise. The Company shall have five (5) Business
Days after receipt of the Objection  Notice to correct such  deficiencies to the
satisfaction of the Objecting  Party, and will notify each Selling Holder of any
stop order issued or  threatened by the  Commission in connection  therewith and
take all reasonable  actions required to prevent the entry of such stop order or
to remove it if entered;


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<PAGE>

            (b) as promptly as practicable  prepare and file with the Commission
such amendments and post-effective  amendments to the Registration  Statement as
may be necessary to keep such  Registration  Statement  effective for the period
required  pursuant to Section 2; cause the Prospectus to be  supplemented by any
required Prospectus supplement, and, as so supplemented, to be filed pursuant to
Rule 424 under  the  Securities  Act;  and  comply  with the  provisions  of the
Securities  Act  applicable  to it  with  respect  to  the  disposition  of  all
Registrable  Securities  covered  by  such  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Selling  Holders set forth in such  Registration  Statement or supplement to the
Prospectus;

            (c) as promptly as practicable furnish to any Selling Holder and the
underwriters,  if any,  without charge,  such number or conformed copies of such
Registration Statement and any post-effective  amendment thereto and such number
of copies of the Prospectus  (including  each  preliminary  Prospectus)  and any
amendments or supplements thereto,  and any documents  incorporated by reference
therein,  as such Selling Holder or underwriter may reasonably  request in order
to facilitate the disposition of the Registrable  Securities  being sold by such
Selling Holder (it being  understood that the Company consents to the use of the
Prospectus  and any amendment or supplement  thereto by each Selling  Holder and
the  underwriters,  if any,  in  connection  with the  offering  and sale of the
Registrable  Securities covered by the Prospectus or any amendment or supplement
thereto);  provided,  that before filing a Registration  Statement or Prospectus
relating to the Registrable Securities or any amendments or supplements thereto,
the Company will furnish to Holders' Counsel copies of all documents proposed to
be filed at least three (3)  Business  Days prior to the filing  thereof,  which
documents will be subject to the review of such counsel;

            (d) on or prior to the date on which the  Registration  Statement is
declared effective,  register or qualify such Registrable  Securities under such
other securities or "blue sky" laws of such jurisdictions as any Selling Holder,
Holders'  Counsel or  underwriter  reasonably  requests and do any and all other
acts and things  which may be  necessary  or  advisable  to enable such  Selling
Holder to consummate the disposition in such  jurisdictions  of such Registrable
Securities  owned  by such  Selling  Holder;  keep  each  such  registration  or
qualification  (or exemption  therefrom)  effective  during the period which the
Registration  Statement  is  required to be kept  effective;  and do any and all
other acts or things reasonably necessary or advisable to enable the disposition
in such  jurisdictions of the Registrable  Securities  covered by the applicable
Registration  Statement;  provided that the Company shall not be required to (i)
qualify to do business as a foreign  corporation  or as a  broker-dealer  in any
jurisdiction  where it is not then so  qualified  or (ii) take any action  which
would  subject  it  to  general  service  of  process  or  to  taxation  in  any
jurisdiction where it is not then so subject;


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<PAGE>

            (e) cause the Registrable  Securities  covered by such  Registration
Statement to be registered with or approved by such other governmental  agencies
or  authorities  as may be necessary by virtue of the business and operations of
the Company to enable the Selling  Holders to consummate the disposition of such
Registrable Securities;

            (f) as promptly as practicable notify each Selling Holder,  Holders'
Counsel and any  underwriter  and Of requested by any such Person)  confirm such
notice  in  writing,  (i) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment  has been filed and,  with  respect to a  Registration
Statement or any post-effective  amendment,  when the same has become effective,
(ii) of any request by the Commission or any other federal or state governmental
authority for amendments or  supplements to a Registration  Statement or related
Prospectus  or for  additional  information  to be included in any  Registration
Statement or Prospectus or otherwise, (iii) of the issuance by the Commission of
any stop order suspending the  effectiveness of a Registration  Statement or the
initiation or  threatening  of any  proceedings  for that  purpose,  (iv) of the
issuance by any state securities commission or other regulatory authority of any
order suspending the qualification or exemption from qualification of any of the
Registrable  Securities  under  state  securities  or  "blue  sky"  laws  or the
initiation of any  proceedings  for that purpose and (v) of the happening of any
event which makes any  statement  made in a  Registration  Statement  or related
Prospectus  or  any  document  incorporated  or  deemed  to be  incorporated  by
reference  therein  untrue or which  requires  the making of any changes in such
Registration  Statement,  Prospectus  or documents so that they 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 not
misleading;  and, as promptly as practicable  thereafter,  prepare and file with
the Commission and furnish a supplement or amendment to such Prospectus so that,
as thereafter deliverable to the purchasers of such Registrable Securities, such
Prospectus  will not contain any untrue  statement of a material fact or omit to
state a material fact necessary to make the statements  therein, in light of the
circumstances under which they were made, not misleading;

            (g) make  generally  available to the Holders an earnings  statement
satisfying  the  provisions of Section 11(a) of the Securities Act no later than
thirty (30) days after the end of the 12-month  period  beginning with the first
day of the Company's first fiscal quarter commencing after the effective date of
a Registration Statement; (h) use its reasonable efforts to prevent the issuance
of any order suspending


            the  effectiveness  of a  Registration  Statement,  and,  if  one is
issued,  to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest possible moment;

            (i) as promptly as  practicable  after filing with the Commission of
any document which is incorporated  by reference into a Registration  Statement,
deliver a copy of such document to Holders' legal counsel;

            (j) cooperate with the Selling Holders and the managing  underwriter
or  underwriters,  if any, to facilitate the timely  preparation and delivery of
certificates  (which  shall not bear any  restrictive  legends and shall be in a
form  eligible  for deposit  with the  Depository  Trust  Company)  representing
securities sold under such Registration Statement, and enable such securities to
be  in  such  denominations  and  registered  in  such  names  as  the  managing
underwriter  or  underwriters,  if any, or such Selling  Holders may request and
make  available  prior to the  effectiveness  of such  Registration  Statement a
supply of such certificates;


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<PAGE>

            Each Selling Holder,  upon receipt of any notice from the Company of
the  happening  of any event of the kind  described  in  subsection  (f) of this
Section 3, shall forthwith discontinue disposition of the Registrable Securities
until such Selling Holder's receipt of the copies of the supplemented or amended
Prospectus  contemplated  by  subsection  (f) of this  Section  3 or until it is
advised in writing (the  "Advice") by the Company that the use of the Prospectus
may be  resumed,  and has  received  copies of any  additional  or  supplemental
filings  which are  incorporated  by  reference  in the  Prospectus,  and, if so
directed by the Company,  such Selling Holder will, or will request the managing
underwriter  or  underwriters,  if  any,  to,  deliver  to the  Company  (at the
Company's  expense) all copies,  other than  permanent  file copies then in such
Selling  Holder's  possession,  of  the  Prospectus  covering  such  Registrable
Securities  current at the time of receipt of such notice. In the event that the
Company  shall give any such notice,  the time periods for which a  Registration
Statement is required to be kept effective pursuant to Section 2 hereof shall be
extended by the number of days during the period from and  including the date of
the giving of such notice to and  including  the date when each  Selling  Holder
shall have  received (1) the copies of the  supplemented  or amended  Prospectus
contemplated by Section 3(f) or (ii) the Advice.

      4.    Registration Expenses.

            (a) All  expenses  incident  to the  Company's  performance  of,  or
compliance  with, the  provisions  hereof,  including  without  limitation,  all
Commission and securities  exchange or NASD  registration  and filing fees, fees
and expenses of compliance  with  securities or "blue sky" laws  (including fees
and disbursements of counsel in connection with "blue sky" qualifications of the
Registrable  Securities),  printing  expenses,  messenger and delivery expenses,
internal expenses (including,  without limitation,  all salaries and expenses of
the Company's  officers and employees  performing  legal or accounting  duties),
fees and expenses  incurred in connection  with the listing of the securities to
be registered,  if any, on each securities  exchange on which similar securities
issued by the Company are then listed, fees and disbursements of counsel for the
Company and its independent certified public accountants  (including the expense
of any special audit or "cold comfort" letters required by, or incident to, such
performance),  Securities  Act  liability  insurance  (if the Company  elects to
obtain such  insurance),  reasonable  fees and  expenses of any special  experts
retained by the Company in connection with such registration,  fees and expenses
of other Persons  retained by the Company in connection  with each  registration
hereunder (but not including the fees and expense of legal counsel retained by a
Holder  or  Holders,   or  any  underwriting  fees,   discounts  or  commissions
attributable   to  the  sale  of  Registrable   Securities)  are  herein  called
"Registration Expenses."

            (b) The Company  will pay all  Registration  Expenses in  connection
with each Registration Statement filed pursuant to Section 2 except as otherwise
set forth  therein.  Other than as  specifically  provided  for in Section  2(a)
hereto,  all  expenses  to be  borne  by the  Holders  in  connection  with  any
Registration   Statement  filed  pursuant  to  Section  2  (including,   without
limitation, all underwriting fees, discounts or commissions attributable to such
sale of Registrable  Securities) shall be borne by the participating Holders pro
rata in  relation  to the  number  of  Units  of  Registrable  Securities  to be
registered by each Holder.


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<PAGE>

      5.    Indemnification; Contribution.

            (a) Indemnification by the Company.  The Company agrees to indemnify
and hold  harmless,  to the full  extent  permitted  by law,  each  Holder,  its
officers, directors and each Person who controls such Holder (within the meaning
of the Securities Act), and any agent or investment adviser thereof, against all
losses,  claims,   damages,   liabilities  and  expenses  (including  reasonable
attorneys'  fees and costs of  investigation)  arising  out of or based upon any
untrue  or  alleged   untrue   statement  of  material  fact  contained  in  any
Registration  Statement,  any amendment or supplement thereto, any Prospectus or
preliminary  Prospectus  or any omission or alleged  omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading,  except  insofar as the same arise out of or are based
upon any such untrue  statement or omission based upon  information with respect
to such  Holder  furnished  in  writing  to the  Company by or on behalf of such
Holder  expressly  for  use  therein;  provided  that,  in the  event  that  the
Prospectus  shall have been  amended or  supplemented  and copies  thereof as so
amended or  supplemented,  shall have been  furnished  to a Holder  prior to the
confirmation of any sales of Registrable Securities, such indemnity with respect
to the  Prospectus  shall not inure to the  benefit of such Holder if the Person
asserting  such  loss,  claim,   damage  or  liability  and  who  purchased  the
Registrable Securities from such holder did not, at or prior to the confirmation
of the sale of the Registrable  Securities to such Person, receive a copy of the
Prospectus as so amended or supplemented and the untrue statement or omission of
a material fact  contained in the  Prospectus was corrected in the Prospectus as
so amended or supplemented.

            (b)  Indemnification  by  Holders  of  Registrable  Securities.   In
connection with any Registration  Statement in which a Holder is  participating,
each such Holder will  furnish to the Company in writing such  information  with
respect to the name and address of such Holder and such other information as may
be  reasonably  required  for  use in  connection  with  any  such  Registration
Statement or Prospectus and agrees to indemnity, to the full extent permitted by
law, the Company,  its  directors  and officers and each Person who controls the
Company (within the meaning of the Securities  Act) against any losses,  claims,
damages,  liabilities  and  expenses  resulting  from any untrue  statement of a
material  fact in the  Registration  Statement or  Prospectus  or any  amendment
thereof or supplement  thereto or necessary to make the  statements  therein not
misleading,  to the extent, but only to the extent,  that such untrue or alleged
untrue  statement  relates to any  information  with  respect to such  Holder so
furnished in writing by such Holder specifically for inclusion in any Prospectus
or  Registration  Statement;  provided,  however,  that such Holder shall not be
liable  in any such  case to the  extent  that  prior to the  filing of any such
Registration Statement or Prospectus or amendment thereof or supplement thereto,
such Holder has  furnished in writing to the Company  information  expressly for
use in such  Registration  Statement or Prospectus  or any amendment  thereof or
supplement thereto which corrected or made not misleading information previously
furnished to the Company.  In no event shall the liability of any Selling Holder
hereunder be greater in amount than the dollar  amount of the proceeds  received
by such Selling Holder upon the sale of the Registrable  Securities  giving rise
to such indemnification obligation.


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<PAGE>

            (c) Conduct of Indemnification  Proceedings.  Any Person entitled to
indemnification   hereunder   agrees  to  give  prompt  written  notice  to  the
indemnifying party after the receipt by such Person of any written notice of the
commencement of any action, suit,  proceeding or investigation or threat thereof
made in writing for which such Person will claim indemnification or contribution
pursuant to the provisions hereof and, unless in the judgment of counsel of such
indemnified  party a conflict of interest  may exist  between  such  indemnified
party  and the  indemnifying  party  with  respect  to such  claim,  permit  the
indemnifying  party to assume  the  defense of such  claim.  Whether or not such
defense is assumed by the indemnifying party, the indemnifying party will not be
subject to any liability for any  settlement  made without its consent (but such
consent will not be unreasonably  withheld).  No indemnifying party will consent
to entry of any judgment or enter into any settlement  which does not include as
an  unconditional  term  thereof the giving by the claimant or plaintiff to such
indemnified  party of a release  from all  liability in respect of such claim or
litigation.  If the  indemnifying  party is not  entitled  to, or elects not to,
assume the  defense  of a claim,  it will not be  obligated  to pay the fees and
expenses of more than one counsel  (plus such local  counsel,  if any, as may be
reasonably  required in other  jurisdictions) with respect to such claim, unless
in the  judgment  of any  indemnified  party a conflict  of  interest  may exist
between such indemnified  party and any other of such  indemnified  parties with
respect to such claim, in which event the indemnifying  party shall be obligated
to pay the fees and expenses of such  additional  counsel or  counsels.  For the
purposes of this Section 5(c), the term  "conflict of interest"  shall mean that
there are one or more legal defenses available to the indemnified party that are
different  from or additional to those  available to the  indemnifying  party or
such other  indemnified  parties,  as applicable,  which different or additional
defenses make joint representation inappropriate.

            (d) Contribution. If the indemnification from the indemnifying party
provided for in this Section 5 is unavailable to an indemnified  party hereunder
in respect of any losses, claims,  damages,  liabilities or expenses referred to
therein,  then the 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,  claims,  damages,  liabilities  or expenses in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party and  indemnified  parties in connection with the actions which resulted in
such losses,  claims,  damages,  liabilities  or expenses,  as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties 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,  has been made by, or relates to  information  supplied by,
such  indemnifying  party  or  indemnified  parties,  and  the  parties  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
action. The amount paid or payable by a party as a result of the losses, claims,
damages,  liabilities and expenses referred to above shall be deemed to include,
subject to the  limitations  set forth in Section 5(c), any reasonable  legal or
other fees or expenses  reasonably incurred by such party in connection with any
investigation  or proceeding.  No Person guilty of fraudulent  misrepresentation
(within the meaning of Section 11(0 of the Securities  Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

            (e) If  indemnification  is  available  under  this  Section  5, the
indemnifying  parties shall indemnity each indemnified  party to the full extent
provided in Sections 5(a) and (b) without  regard to the relative  fault of said
indemnifying  party or indemnified  party or any other  equitable  consideration
provided for in this Section 5.


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<PAGE>

      6.    Transfer of Rights.

            The rights to cause the Company to register  Registrable  Securities
granted pursuant to the provisions  hereof may be transferred or assigned by any
Holder to a transferee or assignee;  provided;  however,  that the transferee or
assignee of such rights assumes the  obligations of such transferor or assignor,
as the case may be, hereunder.

      7.    Amendment.

            Except as otherwise  provided herein,  the provisions hereof may not
be amended, modified or supplemented, and waivers or consents to departures from
the  provisions  hereof may not be given  unless the  Company has  obtained  the
written consent of Holders of at least a majority of the aggregate number of the
Registrable Securities then outstanding.


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