EXHIBIT 10.10

                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (this "Agreement") is made and
entered into as of May 9, 2000, among HomeGold Financial, Inc., a corporation
organized under the laws of the State of South Carolina (the "Company"), and the
individuals identified on Schedule 1 of this Agreement (collectively, the
"Purchasers").

         WHEREAS, the Company and HomeSense Financial Corp. are parties to that
certain Reorganization Agreement dated February 29, 2000, as amended (the
"Reorganization Agreement"), pursuant to which the Purchasers, among other
things, will be issued shares of the Company's Common Stock (as defined below).

         WHEREAS, included as an appendix to the Reorganization Agreement is an
Employment Agreement between the Company and Ronald J. Sheppard ("Sheppard")
pursuant to which Sheppard is granted options for the purchase of Common Stock
(the "Options"); and

         WHEREAS, the Company desires to grant to the Purchasers registration
rights as set forth herein with respect to the shares of Common Stock being
issued under the Reorganization Agreement and to grant to Sheppard registration
rights as set forth herein with respect to the shares of Common Stock issuable
upon exercise of the Options.

         The Company and the Purchasers hereby agree as follows:

         1.       Definitions.
                  -----------

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

                  "Advice" shall have the meaning set forth in Section 6(b).

                  "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.

                  "Blackout Period" shall have the meaning set forth in Section
                  2(b).

                  "Board" shall have the meaning set forth in Section 2(b).

                  "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 New York generally are authorized
                  or required by law or other government actions to close.

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                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means the Company's Common Stock, par value
                  $0.05 per share.

                  "Effectiveness Date" means with respect to the Registration
                  Statement the earlier of the 180th day following the Closing
                  Date and the date which is within five (5) days of the date on
                  which the Commission informs the Company that the Commission
                  (i) will not review the Registration Statement or (ii) that
                  the Company may request the acceleration of the effectiveness
                  of the Registration Statement.

                  "Effectiveness Period" shall have the meaning set forth in
                  Section 2(a).

                  "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.

                  "Filing Date" means the date the Registration Statement is
                  filed, which Filing Date shall be 60 days from the earliest
                  date on which any Holder is entitled to transfer at least one
                  share of Common Stock without restriction pursuant to that
                  certain Stock Restriction Agreement between certain
                  shareholders of the Company, a form of which Stock Purchase
                  Agreement is set forth as Appendix B to the Reorganization
                  Agreement.

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

                  "Indemnified Party" shall have the meaning set forth in
                  Section 7(c).

                  "Indemnifying Party" shall have the meaning set forth in
                  Section 7(c).

                  "Losses" shall have the meaning set forth in Section 7(a).

                  "OTC Bulletin Board" means the over-the-counter electronic
                  bulletin board.

                  "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 the 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 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 the Registration Statement,
                  and all other amendments and supplements to the Prospectus,
                  including post-effective amendments, and all material
                  incorporated by reference in such Prospectus.

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                  "Registrable Securities" means (i) the shares of Common Stock
                  (A) issued pursuant to the Reorganization Agreement (the
                  "Common Shares") and (B) issuable upon exercise of the Options
                  (the "Option Shares"), and upon any stock split, stock
                  dividend, recapitalization or similar event with respect to
                  such Common Shares and Option Shares, and (ii) any other
                  dividend or other distribution with respect to, conversion or
                  exchange of, or in replacement of, Registrable Securities;
                  provided, however, that Registrable Securities shall include
                  (but not be limited to) a number of shares of Common Stock
                  equal to no less than 100% of the maximum number of shares of
                  Common Stock which would be issuable pursuant to the
                  Reorganization Agreement and upon exercise of the Options,
                  assuming such exercise occurred on the Closing Date or the
                  Filing Date, whichever date would result in the greater number
                  of Registrable Securities. Notwithstanding anything herein
                  contained to the contrary, such registered shares of Common
                  Stock shall be allocated among the Holders pro rata based on
                  the total number of Registrable Securities issued or issuable
                  as of each date that a Registration Statement, as amended,
                  relating to the resale of the Registrable Securities is
                  declared effective by the Commission.

                  "Registration Statement" means the registration statement and
                  any additional registration statements contemplated by this
                  Agreement, 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 158" means Rule 158 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.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Special Counsel" means any special counsel to the Holders,
                  for which the Holders will be reimbursed by the Company
                  pursuant to Section 5.

         2.       Registration.
                  ------------

                  (a) On or prior to the Filing Date the Company shall prepare
                  and file with the Commission a "shelf" Registration Statement
                  covering all Registrable Securities for an offering to be made
                  on a continuous basis pursuant to Rule 415; provided, however,
                  that the Company shall not be required to register any
                  Registrable Securities pursuant to this Section 2(a) that are
                  eligible for sale pursuant to Rule 144 of the Securities Act.
                  The Registration Statement shall be on Form S-3 (or on another
                  form appropriate for such registration in accordance
                  herewith). The Company shall (i) not permit any securities
                  other than the Registrable Securities to be included in the
                  Registration Statement and (ii)

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                  use its best efforts to cause the Registration Statement to be
                  declared effective under the Securities Act (including filing
                  with the Commission a request for acceleration of
                  effectiveness in accordance with Rule 461 promulgated under
                  the Securities Act 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)
                  within sixty (60) days from the Filing Date, 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 date on which
                  the Registrable Securities may be sold without any restriction
                  pursuant to Rule 144(k) as determined by the counsel to the
                  Company pursuant to a written opinion letter, addressed to the
                  Company's transfer agent to such effect (the "Effectiveness
                  Period"). If an additional Registration Statement is required,
                  for any reason, to be filed because the actual number of
                  shares of Common Shares and Option Shares exceeds the number
                  of shares of Common Stock initially registered in respect of
                  the Common Shares and the Option Shares based upon the
                  computation on the Closing Date, the Company shall have 20
                  Business Days to file such additional Registration Statement,
                  and the Company shall use its best efforts to cause such
                  additional Registration Statement to be declared effective by
                  the Commission as soon as possible, but in no event later than
                  30 days after filing.

                  (b) 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 postpone or suspend filing or effectiveness of a
                  registration statement for a period not to exceed 90
                  consecutive days, provided that the Company may not postpone
                  or suspend its obligation under this Section 2(b) for more
                  than 120 days in the aggregate during any 12 month period
                  (each, a "Blackout Period").

                  (c) In connection  with the  Company's  registration
                  obligations  under this Section 2, the Company shall

                           (i) Prepare and file with the Commission on or prior
                           to the Filing Date, a Registration Statement on Form
                           S-3 (or on another form appropriate for such
                           registration in accordance herewith) in accordance
                           with the method or methods of distribution thereof as
                           specified by the Holders (except if otherwise
                           directed by the Holders), and cause the Registration
                           Statement to become effective and remain effective as
                           provided herein; provided, however, that not less
                           than five (5) Business Days prior to the filing of
                           the Registration Statement or any related Prospectus
                           or any amendment or supplement thereto (including any
                           document that would be incorporated therein by
                           reference), the Company shall (x) furnish to the
                           Holders and any Special Counsel, copies of all such
                           documents proposed to be filed, which documents
                           (other than those incorporated by reference) will be
                           subject to the review of such Holders and such
                           Special Counsel, and (y) the

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                           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 any Special Counsel shall
                           reasonably object in writing within three (3)
                           Business Days of their receipt thereof;

                           (ii) 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 prepare and file
                           with the Commission such additional Registration
                           Statements in order to register for resale under the
                           Securities Act all of the Registrable Securities;

                           (iii) 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 (or any similar provisions then
                           in force) promulgated under the Securities Act;

                           (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; and

                           (v) Prior to any public offering of Registrable
                           Securities, use its best efforts to register or
                           qualify or cooperate with the selling Holders and any
                           Special Counsel 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
                           such 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.

         3.       Piggy Back Registrations; Underwritten Offerings.
                  ------------------------------------------------

                  (a) If at any time when there is not an effective Registration
                  Statement covering Common Shares or Option Shares, 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 its 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 promptly
                  send to each

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                  holder of Registrable Securities written notice of such
                  determination and, if within 30 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 Holders), the Company will 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 requisite to permit the
                  disposition of the Registrable Securities so to be registered.
                  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 5 hereof), 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 3(a) 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; provided, however, that the Company shall
                  not be required to register any Registrable Securities
                  pursuant to this Section 3(a) that are eligible for sale
                  pursuant to Rule 144 of the Securities Act.

                  (b) 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 (i)
                  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 (ii) 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
                  or entities 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
                  or entities (other than the Company).

                  (c) In any registration undertaken pursuant to this Section 3,
                  the Company shall register or qualify or seek one or more
                  exemptions 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 the Company shall determine, and 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.

         4.       Additional Registration  Obligations.  In connection with the
                  Company's registration obligations under Sections 2 and 3, the
                  Company shall:
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                  (a) Respond as promptly as possible to any comments received
                  from the Commission with respect to the Registration Statement
                  or any amendment thereto and as promptly as possible provide
                  the Holders true and complete copies of all correspondence
                  from and to the Commission relating to the Registration
                  Statement;

                  (b) 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 in the
                  form attached hereto as Exhibit A.

                  (c) Notify the Holders of Registrable Securities to be sold
                  and any Special Counsel as promptly as possible (and, in the
                  case of (i)(A) below, not less than five (5) Business Days
                  prior to such filing) and (if requested by any such Person)
                  confirm such notice in writing no later than one (1) Business
                  Day following the day

                           (i)(A) when a Prospectus or any Prospectus supplement
                           or post-effective amendment to the Registration
                           Statement is proposed to be filed; (B) 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 (C) with respect to the
                           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 the Registration
                           Statement or Prospectus or for additional
                           information;

                           (iii) 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;

                           (iv) if at any time any of the representations and
                           warranties of the Company contained in any agreement
                           contemplated hereby ceases to be true and correct in
                           all material respects;

                           (v) 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

                           (vi) 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

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                           the statements therein, in the light of the
                           circumstances under which they were made, not
                           misleading.

                  (d) Use its best efforts to avoid the issuance of, or, if
                  issued, obtain as soon as practicable 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.

                  (e) If requested by the Holders of a majority in interest of
                  the Registrable Securities, (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 practicable after the
                  Company has received notification of the matters to be
                  incorporated in such Prospectus supplement or post-effective
                  amendment.

                  (f) Promptly deliver to each Holder and any Special Counsel,
                  without charge, as many copies of the Registration Statement,
                  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.

                  (g) 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 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.

                  (h) Upon the occurrence of any event contemplated by Section
                  4(c)(vi), 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.

                  (i) Use its best efforts to cause all Registrable Securities
                  relating to such Registration Statement to be listed on the
                  Nasdaq Stock Market or on any other stock exchange on which
                  similar securities issued by the Company are then listed.

                  (j) Comply in all material respects with all applicable rules
                  and regulations of the Commission and make generally available
                  to is security holders earning statements satisfying the
                  provisions of Section 11(a) of the Securities Act and Rule 158
                  not later than 45 days after the end of any 12 month period
                  (or 90 days after the end of any 12 month period if such
                  period is a fiscal year) commencing on the first day of the
                  first

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                  fiscal quarter of the Company after the effective date of the
                  Registration Statement, which statement shall conform to the
                  requirements of Rule 158.

                  (k) Require each selling Holder to furnish to the Company
                  information regarding such Holder and the distribution of such
                  Registrable Securities as is required by law 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.

                  (l) 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.

         5.       Registration Expenses
                  ---------------------

         Except for any underwriting fees and discounts and selling commissions
applicable to the sale of Registrable Securities sold by the Holders, all of
which shall be paid by the Holders, 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 the Nasdaq Stock Market, the Over-the-Counter Bulletin
Board or any other securities exchange or market 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 (including, without limitation, fees and disbursements of counsel for
the Holders in connection with Blue Sky qualifications of the Registrable
Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as the Holders of a majority
of Registrable Securities may designate)), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities
and of printing prospectuses if the printing of prospectuses is requested by the
holders of a majority of the Registrable Securities included in the Registration
Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company and Special Counsel for the Holders, in
the case of the Special Counsel, to a maximum amount of $15,000, (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) 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 the
expenses of any comfort letters or costs associated with the delivery by
independent public accountants of a comfort letter or comfort letters). 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.

6.       Obligations of Holders.
         -----------------------
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                           (a) Each Holder covenants and agrees that (i) it will
                  not sell any Registrable Securities under the Registration
                  Statement filed pursuant to Section 2 until it has received
                  copies of the Prospectus as then amended or supplemented as
                  contemplated in Section 4(f) and notice from the Company that
                  such Registration Statement and any post-effective amendments
                  thereto have become effective as contemplated by Section 4(c)
                  and (ii) it and its officers, directors or Affiliates, if any,
                  will comply with the prospectus delivery requirements of the
                  Securities Act as applicable to them in connection with sales
                  of Registrable Securities pursuant to the Registration
                  Statement.

                  (b) 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
                  4(c)(ii), 4(c)(iii), 4(c)(iv), 4(c)(v) or 4(c)(vi), such
                  Holder will 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 4(h), 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.

         7.       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 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 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 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 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 such Holder or such
                  Holder's proposed method of distribution of Registrable
                  Securities 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. The Company shall notify
                  the Holders promptly of the institution, threat or assertion
                  of any Proceeding of which the Company is aware in connection
                  with the transactions contemplated by this Agreement. 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 7(c) to
                                       10
<PAGE>
                  this Agreement) and shall survive the transfer of the
                  Registrable Securities by the Holders.

                  (b) Indemnification by Holders. Each Holder shall, severally
                  and not jointly, indemnify and hold harmless the Company, the
                  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 or 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 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 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 such form of
                  prospectus or to the extent that such information relates to
                  such Holder or such Holder's proposed method of distribution
                  of Registrable Securities 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 Supplement. Notwithstanding anything to the
                  contrary contained herein, the Holder shall be liable under
                  this Section 7(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 assume the defense thereof, including
                  the employment of counsel reasonably satisfactory to the
                  Indemnified Party and the payment of all 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.

                  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; or (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 by counsel that a conflict of interest is likely to
                  exist if the same counsel were to represent such Indemnified
                  Party and the

                                       11
<PAGE>
                  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 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.

                  All 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 (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
                  7(a) or 7(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
                  7(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 liable or
                  required to contribute under this Section 7(c) 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.

                  The parties hereto agree that it would not be just and
         equitable if contribution pursuant to this Section 7(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
                                       12
<PAGE>

         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.

         8.       Rule 144.
                  ---------

         As long as any Holder owns Common Shares, Options or Option 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 and to promptly furnish the Holders with true and complete copies of all
such filings. As long as any Holder owns Common Shares, Options or Option
Shares, if the Company is not required to file reports pursuant to Section 13(a)
or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and
make publicly available in accordance with Rule 144(c) promulgated under the
Securities Act 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 will 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 Common Shares and Option Shares without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act, including compliance with the provisions
of the Reorganization Agreement relating to the transfer of the Common Shares
and Option Shares. Upon the request of any Holder, the Company shall deliver to
such Holder a written certification of a duly authorized officer as to whether
it has complied with such requirements.

         9.       Miscellaneous.

                  (a) 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, will 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.

                  (b) No Inconsistent Agreements. Neither the Company nor any of
                  its subsidiaries has, as of the date hereof entered into and
                  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.
                  Neither the Company nor any of its subsidiaries has previously
                  entered into any agreement currently in effect granting any
                  registration rights with respect to any of its securities to
                  any Person. Without limiting the generality of the foregoing,
                  without the written consent of the Holders of a majority of
                  the then outstanding Registrable Securities, the Company shall
                  not grant to any Person the right to request the Company to
                  register any securities of the Company under the Securities
                  Act unless the rights so granted are subject in all respects

                                       13
<PAGE>

                  to the prior rights in full of the Holders set forth herein,
                  and are not otherwise in conflict with the provisions of this
                  Agreement.

                  (c) No Piggyback on Registrations. Neither the Company nor any
                  of its security holders (other than the Holders in such
                  capacity pursuant hereto) may include securities of the
                  Company in the Registration Statement, and the Company shall
                  not after the date hereof enter into any agreement providing
                  such right to any of its security holders, unless the right so
                  granted is subject in all respects to the prior rights in full
                  of the Holders set forth herein, and is not otherwise in
                  conflict with the provisions of this Agreement.

                  (d)      Specific Enforcement, Consent to Jurisdiction.

                           (i) The Company and the Holders acknowledge and agree
                           that irreparable damage would occur in the event that
                           any of the provisions of this Agreement were not
                           performed in accordance with their specific terms or
                           were otherwise breached. It is accordingly agreed
                           that the parties shall be entitled to an injunction
                           or injunctions to prevent or cure breaches of the
                           provisions of this Agreement and to enforce
                           specifically the terms and provisions hereof or
                           thereof, this being in addition to any other remedy
                           to which any of them may be entitled by law or
                           equity.

                           (ii) Each of the Company and the Holders (i) hereby
                           irrevocably submits to the jurisdiction of the United
                           States District Court sitting in the District of
                           South Carolina for the purposes of any suit, action
                           or proceeding arising out of or relating to this
                           Agreement and (ii) hereby waives, and agrees not to
                           assert in any such suit, action or proceeding, any
                           claim that it is not personally subject to the
                           jurisdiction of such court, that the suit, action or
                           proceeding is brought in an inconvenient forum or
                           that the venue of the suit, action or proceeding is
                           improper. Each of the Company and the Holders
                           consents to process being served in any such suit,
                           action or proceeding by mailing a copy thereof to
                           such party at the address in effect for notices to it
                           under this Agreement and agrees that such service
                           shall constitute good and sufficient service of
                           process and notice thereof. Nothing in this Section
                           9(d) shall affect or limit any right to serve process
                           in any other manner permitted by law.

                  (e) 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
                  each of the Holders. 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 of at least a majority
                  of the Registrable Securities 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.

                  (f) 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

                                       14
<PAGE>

                  5:00 p.m., eastern standard time, on a Business Day, (ii) the
                  Business Day after the date of transmission, if such notice or
                  communication is delivered via facsimile at the facsimile
                  telephone number specified for notice later than 5:00 p.m.,
                  eastern standard time, on any date and earlier than 11:59
                  p.m., eastern standard time, on such date, (iii) the Business
                  Day following the date of mailing, if sent by nationally
                  recognized overnight courier service 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:


                                    HomeGold Financial, Inc.
                                    3901 Pelham Road
                                    Greenville, South Carolina 29615
                                    Attn.: John M. Sterling, Jr.

                  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 Cary H. Hall, Jr.,
                  Esq., Wyche, Burgess, Freeman & Parham, P.A., 44 East
                  Camperdown Way, Greenville, South Carolina 29601, Facsimile
                  No.: 864-235-8900. Copies of notices to the Purchasers shall
                  be sent to Mark Bender, Esq., Nexsen Pruet Jacobs and Pollard,
                  LLP, Suite 1500, P.O. Drawer 2426, Columbia, South Carolina
                  29201 Facsimile No.:803-253-8277.

                  (g) 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. The
                  Company may not assign this Agreement or any of its rights or
                  obligations hereunder without the prior written consent of
                  each Holder. Each Holder may assign its rights hereunder in
                  the manner and to the Persons as permitted under the
                  Reorganization Agreement.

                  (h) 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 shares 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 assignees is
                  restricted under the Securities Act and applicable provincial
                  and state securities laws, (iv) at or before the time the
                  Company receives the written notice contemplated by clause
                  (ii) of this Section 9(h), the transferee or assignee agrees
                  in writing with the Company to be bound by all of the
                  provisions of this Agreement, (v) such transfer shall
                  have been made in accordance with the applicable requirements
                  of the Reorganization Agreement, and (vi) the number of shares
                  of the Registrable Securities transferred to such transferee
                  is equal to or greater than one percent (1%) of the number of
                  the then outstanding shares of Common Stock of the Company. In
                  addition, each Holder shall

                                       15
<PAGE>
                  have the right to assign its rights hereunder to any other
                  Person with the prior written consent of the Company, which
                  consent shall not be unreasonably withheld. The rights to
                  assignment shall apply to the Holders (and to subsequent)
                  successors and assigns.

                  (i) Counterparts. 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 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.

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

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

                  (l) Severability. If any term, provision, covenant or
                  restriction of this Agreement is held 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.

                  (m) 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.

                  (n) Shares 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) shall not be
                  counted in determining whether such consent or approval was
                  given by the Holders of such required percentage.


                  [Remainder of Page Intentionally Left Blank]



                                       16
<PAGE>



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

                                            HOMEGOLD FINANCIAL, INC.


                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:
                                                        ------------------------

                                            PURCHASERS


                                            ------------------------------------
                                            Ronald J. Sheppard



                                            ------------------------------------
                                            R. Joe Arnold



                                            ------------------------------------
                                            Matthew J. Arnold



                                            ------------------------------------
                                            David C. Gaffney



                                            ------------------------------------
                                            Larry C. Hamilton



                                            ------------------------------------
                                            John W. Neal



                                            ------------------------------------
                                            Charles D. Sides, Jr.



                                            ------------------------------------
                                            Terrell E. Stubbs


                                       17
<PAGE>


                                   SCHEDULE 1

                                     HOLDERS


Ronald J. Sheppard
R. Joe Arnold
Matthew J. Arnold
David C. Gaffney
Larry C. Hamilton
John W. Neal
Charles D. Sides, Jr.
Terrell E. Stubbs






                                       18
<PAGE>
                                    EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT

[TRANSFER AGENT]
ATTN: ________________________

                  RE:      HOMEGOLD FINANCIAL, INC.
                           ------------------------

                  Ladies and Gentlemen:

         We are counsel to HomeGold Financial, Inc., a company organized under
the laws of the State of South Carolina (the "COMPANY"), and have represented
the Company in connection with that certain Reorganization Agreement, as amended
(the "REORGANIZATION AGREEMENT") entered into by and among the Company and the
buyers named therein (collectively, the "HOLDERS") pursuant to which the Company
issued to the Holders (i) shares of its common stock, par value $0.05 per share
(the "COMMON SHARES") and (ii) options to purchase shares of the Common Stock
(the "OPTIONS"). Pursuant to the Reorganization Agreement, the Company has also
entered into a Registration Rights Agreement with the Holders (the "REGISTRATION
RIGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to
register the Registrable Securities (as defined in the Registration Rights
Agreement), including Common Shares and the shares of Common Stock issuable upon
exercise of the Options, under the Securities Act of 1933, as amended (the "1933
ACT"). In connection with the Company's obligations under the Registration
Rights Agreement, on ________________[date], the Company filed a Registration
Statement on Form [S-3] (File No. 333-_____________) (the "REGISTRATION
STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to
the Registrable Securities which names each of the Holders as a selling
stockholder thereunder.

         In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,
after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Registrable
Securities are available for resale under the 1933 Act pursuant to the
Registration Statement.

                                              Very truly yours,

                                              [COMPANY'S COUNSEL]

                                              By:
                                                 -------------------------------
                                              cc:      [LIST NAMES OF HOLDERS]


                                       19