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                                                                    EXHIBIT 4(b)

                          REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 20, 2001 by
and among LIFEPOINT, INC., a corporation organized under the laws of the State
of Delaware (the "COMPANY"), and the undersigned (together with affiliates, the
"INITIAL INVESTORS").

WHEREAS:

         A. In connection with the Securities Purchase Agreement of even date
herewith by and between the Company and the Initial Investors (the "SECURITIES
PURCHASE AGREEMENT"), the Company has agreed, upon the terms and subject to the
conditions contained therein, to issue and sell to the Initial Investors (i)
shares of its Series C Convertible Preferred Stock, $.001 par value per share
(the "PREFERRED STOCK"), that are convertible into shares (the "CONVERSION
SHARES") of the Company's common stock, $.001 par value per share (the "COMMON
STOCK"), upon the terms and subject to the limitations and conditions set forth
in the Certificate of Designation with respect to such Preferred Stock (the
"CERTIFICATE OF DESIGNATION") and (ii) warrants (the "INVESTOR WARRANTS") to
acquire shares (the "WARRANT SHARES") of the Common Stock;

         B. To induce the Initial Investors to execute and deliver the
Securities Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, or any similar
successor statute, and the rules and regulations thereunder, (collectively, the
"SECURITIES ACT"), and applicable state securities laws;

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

         1. DEFINITIONS.

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

                           (i) "INVESTORS" means the Initial Investors and any
transferees or assignees who agree to become bound by the provisions of this
Agreement in accordance with Section 9 hereof.

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



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                           (iii) "REGISTRABLE SECURITIES" means the Conversion
Shares and the Warrant Shares (including any Conversion Shares issuable in
redemption of any Preferred Stock and any Warrant Shares issuable with respect
to Exercise Default Payments under the Warrants) issued or issuable with respect
to the Preferred Stock and the Warrants and any shares of capital stock issued
or issuable, from time to time (with any adjustments), as a distribution on or
in exchange for or otherwise with respect to any of the foregoing, including,
without limitation, dividends of the Preferred Stock.

                           (iv) "REGISTRATION STATEMENT" means a registration
statement of the Company under the Securities Act.

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

         2. REGISTRATION.

                  a. Mandatory Registration. The Company shall prepare, and, as
soon as practicable, but not later than thirty (30) days after the first Closing
Date (as defined in the Securities Purchase Agreement) (the "FILING DATE"),
shall file with the SEC, a Registration Statement on Form S-3, (or, if Form S-3
is not then available, on such form of Registration Statement as is then
available to effect a registration of all of the Registrable Securities issued
at such Closing and any intervening Closing prior to the date of filing of the
Registration Statement, subject to the consent of the Initial Investors (as
determined pursuant to Section 11(j) hereof)) covering the resale of at least
that number of shares of the Common Stock equal to 100% of the Registrable
Securities issued or issuable (i) upon conversion (without giving effect to any
limitations on conversion contained in Article IV.C of the Certificate of
Designation) of the Preferred Stock, (ii) Premium on shares of Series C
Preferred Stock, and (iii) upon exercise of the Warrants (without giving effect
to any limitations on exercise contained in Section 7 of the Warrants),
calculated as of a mutually agreeable date within the five (5) trading days
prior to the filing date for any Registration Statement. The Registration
Statement filed hereunder, to the extent allowable under the Securities Act and
the Rules promulgated thereunder (including Rule 416), shall state that the
Registration Statement also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon conversion of the Preferred
Stock and exercise of the Warrants (i) to prevent dilution resulting from stock
splits, stock dividends or similar transactions or (ii) by reason of reductions
in the Conversion Price of the Preferred Stock or the Exercise Price of the
Warrants in accordance with the terms thereof (including, but not limited to, in
the case of the Preferred Stock, the terms which cause the Conversion Price to
decrease to the extent the Closing Sale Price of the Common Stock decreases).
The parties acknowledge that as of the date hereof the SEC's position is that
Rule 416 does not permit the registration of the securities described in clause
(ii) of the preceding sentence, and that the Registration Statement will not
state that it covers such securities unless the SEC changes its position prior
to the filing of the Registration Statement. The Registrable Securities included
in each Registration Statement filed hereunder shall be allocated to the
Investors as set forth in Section 11(k) hereof. The Registration Statement filed
hereunder (and each amendment or supplement thereto, and each request for
acceleration of effectiveness thereof) shall be provided to (and subject to the
approval of) the Initial Investors and their counsel prior to its filing or
other submission.

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                  Anything in the foregoing paragraph or this Agreement to the
contrary notwithstanding, with respect to any Registrable Securities as to which
the Closing Date as to the related Preferred Shares and related Warrants has not
occurred by the date of filing of the above-mentioned Registration Statement
(the "First Registration Statement"), the Company shall, not later than sixty
(60) days after the last Closing Date, either file an amendment (including, if
permitted, a post-effective amendment) to the First Registration Statement or a
new Registration Statement (the "New Registration Statement"), whichever is
appropriate, to register under the Securities Act such Registrable Securities
and, upon the effectiveness of the New Registration Statement, may use the same
prospectus for all of the Registrable Securities pursuant to Rule 429 under the
Securities Act. Whenever, in this Agreement a reference is made to the
Registration Statement, such reference shall refer to the First Registration
Statement and, except where the content otherwise requires its exclusion
therefrom, as for example, the payments upon a Registration Default as provided
in Section 2(a), shall also include the New Registration Statement, provided,
however, that the Investors included in the New Registration Statement shall not
have any additional rights, as for example, designating a separate underwriter
as provided in Section 4(c) or be counted separately in determining a
majority-in-interest of the Registrable Securities.

                  b. Underwritten Offering. If any offering pursuant to the
Registration Statement pursuant to Section 2(a) hereof involves an underwritten
offering, the Investors who hold a majority in interest of the Registrable
Securities subject to such underwritten offering, with the consent of the
Initial Investors, shall have the right to select one legal counsel to represent
the Investors and an investment banker or bankers and manager or managers to
administer the offering, which investment banker or bankers or manager or
managers shall be reasonably satisfactory to the Company. Notwithstanding the
foregoing, in the event the Investors intend to request an underwritten
offering, they shall consult with the Company and discuss such offering with
underwriters selected by the Company. In the event that any Investors elect not
to participate in such underwritten offering, the Registration Statement
covering all of the Registrable Securities shall contain appropriate plans of
distribution reasonably satisfactory to the Investors participating in such
underwritten offering and the Investors electing not to participate in such
underwritten offering (including, without limitation, the ability of
nonparticipating Investors to sell from time to time and at any time during the
effectiveness of such Registration Statement).In the event the Company retains
an underwriter and commences a public offering covering the offer and sale of
shares of the Common Stock for the account of the Company after the date hereof,
upon delivery by the Company of a notice to each of the Investors ~herefore, the
Investors shall suspend the closing of any underwritten offering under Section
2(a) hereof and any sales pursuant to a Registration Statement one time for a
period not to exceed ninety (90) days.

                  c. Payments by the Company. The Company shall use its best
efforts to cause the Registration Statement to become effective as soon as
practicable, but in no event later than the ninetieth (90th) day following the
Filing Date, including, without limitation, filing with the SEC an amendment to
such Registration Statement and all other requested filings not later than ten
(10) days after receipt of comments from the SEC which amendment and other
filings are responsive to such comments. If (i) a Registration Statement
required to be filed by the Company is not declared effective by the SEC on or
before the one hundred twentieth (120th) day following the Filing Date (the
"REGISTRATION DEADLINE"), or (ii) if, after the Registration


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Statement has been declared effective by the SEC, sales of all of the
Registrable Securities required to be covered by such Registration Statement
(including any Registrable Securities required to be registered pursuant to
Section 3(b) hereof) cannot be made pursuant to such Registration Statement (by
reason of a stop order or the Company's failure to update the Registration
Statement or any other reason within the control of the Company) for a period of
more than ten (10) days, or (iii) the Common Stock is not listed or included for
quotation on the Nasdaq SmallCap Market ("SMALLCAP"), The American Stock
Exchange (the "AMEX"), The New York Stock Exchange (the "NYSE") or the Nasdaq
National Market ("NNM") at any time after the initial Registration Deadline
hereunder (each event described in clauses (i), (ii) and (iii) above is
collectively referred to herein as a "REGISTRATION DEFAULT"), then the Company
will make payments to the Investors in such amounts and at such times as shall
be determined pursuant to this Section 2(c) as partial relief for the damages to
the Investors by reason of any such delay in or reduction of their ability to
sell the Registrable Securities (which remedy shall not be exclusive of any
other remedies available at law or in equity). Notwithstanding the foregoing,
the Company shall not be liable for any payment under this Section 2(c) if the
occurrence or continuation of a Registration Default is due to a reason solely
outside the control of the Company. The Company shall pay to each Investor an
amount equal to the product of (i) the aggregate Purchase Price of the Preferred
Stock and Warrants held by such Investor (including, without limitation,
Preferred Stock that has been converted into Conversion Shares and Warrants that
have been exercised for Warrant Shares then held by such Investor) (the
"AGGREGATE SHARE PRICE"), multiplied by (ii) fifteen thousandths (.015), for
each thirty (30) day period (or portion thereof) (A) after the Registration
Deadline and prior to the date the Registration Statement filed pursuant to
Section 2(a) is declared effective by the SEC, and (B) during which sales of any
Registrable Securities cannot be made pursuant to any such Registration
Statement for a period of more than ten (10) days after the Registration
Statement has been declared effective or the Common Stock is not listed or
included for quotation on the SmallCap, AMEX, NYSE or NNM; provided, however,
that there shall be excluded from each such period any delays which are solely
attributable to changes (other than corrections of Company mistakes with respect
to information previously provided by the Investors) required by the Investors
in the Registration Statement with respect to information relating to the
Investors, including, without limitation, changes to the plan of distribution.
(For example, if the Registration Statement is not effective by the Registration
Deadline, the Company would pay $15,000 for each thirty-day (30) period
thereafter with respect to each $1,000,000 of Aggregate Share Price until the
Registration Statement becomes effective.) Such amounts shall be paid in cash
or, at each Investor's option, may be convertible into shares of the Common
Stock at the "CONVERSION PRICE" (as defined in the Certificate of Designation)
then in effect. Any shares of the Common Stock issued upon conversion of such
amounts shall be Registrable Securities. If any Investor desires to convert the
amounts due hereunder into Registrable Securities it shall so notify the Company
in writing within two (2) business days after the date on which such amounts are
first payable in cash and such amounts shall be so convertible (pursuant to the
mechanics set forth under Article IV of the Certificate of Designation),
beginning on the last day upon which the cash amount would otherwise be due in
accordance with the following sentence. Payments of cash pursuant hereto shall
be made within five (5) days after the end of each period that gives rise to
such obligation, provided that, if any such period extends for more than thirty
(30) days, interim payments shall be made for each such thirty-day (30) period.

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<PAGE>
                  d. Piggy-Back Registrations. If at any time prior to the
expiration of the Registration Period (as hereinafter defined) the Company shall
file with the SEC 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 or their then equivalents
relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans), the Company shall
send to each Investor who is entitled to registration rights under this Section
2(d) written notice of such determination and, if within fifteen (15) days after
the date of such notice, such Investor shall so request in writing, the Company
shall include in such Registration Statement all or any part of the Registrable
Securities such Investor requests to be registered, except that if, in
connection with any underwritten public offering, the managing underwriter
thereof shall impose a limitation on the number of shares of Common Stock which
may be included in the Registration Statement because, in such underwriter's
judgment, marketing or other factors dictate such limitation is necessary to
facilitate public distribution, then the Company shall be obligated to include
in such Registration Statement only such limited portion of the Registrable
Securities with respect to which such Investor has requested inclusion hereunder
as the underwriter shall permit. Any exclusion of Registrable Securities shall
be made pro rata among the Investors seeking to include Registrable Securities,
in proportion to the number of Registrable Securities sought to be included by
such Investors; provided, however, that the Company shall not exclude any
Registrable Securities unless the Company has first excluded all outstanding
securities, the holders of which are not entitled to inclusion of such
securities in such Registration Statement or are not entitled to pro rata
inclusion with the Registrable Securities; and provided, further, however, that,
after giving effect to the immediately preceding proviso, any exclusion of
Registrable Securities shall be made pro rata with holders of other securities
having the right to include such securities in the Registration Statement other
than holders of securities entitled to inclusion of their securities in such
Registration Statement by reason of demand registration rights. No right to
registration of Registrable Securities under this Section 2(d) shall be
construed to limit any registration required under Section 2(a) hereof. If an
offering in connection with which an Investor is entitled to registration under
this Section 2(d) is an underwritten offering, then each Investor whose
Registrable Securities are included in such Registration Statement shall, unless
otherwise agreed by the Company, offer and sell such Registrable Securities in
an underwritten offering using the same underwriter or underwriters and, subject
to the provisions of this Agreement, on the same terms and conditions as other
shares of Common Stock included in such underwritten offering. The Section 2(d)
shall not be applicable to the Registration Statement the Company is obligated
to file currently with respect to the shares of the Common Stock issued or
issuable in connection with the Company's private placement of February and
March 2000, provided that the Company is not in default of its obligations to
file a Registration Statement pursuant to Section 2(a) hereof.

                  e. Eligibility for Form S-3. The Company represents and
warrants that it meets the requirements for the use of Form S-3 for registration
of the sale by the Initial Investors and any other Investors of the Registrable
Securities and the Company shall file all reports required to be filed by the
Company with the SEC in a timely manner so as to maintain such eligibility for
the use of Form S-3.

                  f. Rule 416; Notice of Registration Trigger Date. The Company
and the Investors each acknowledge that an indeterminate number of Registrable
Securities shall be


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registered pursuant to Rule 416 under the Securities Act so as to include in
such Registration Statement any and all Registrable Securities which may become
issuable to prevent dilution resulting from stock splits, stock dividends or
similar transactions (collectively, the "RULE 416 SECURITIES"). In this regard,
the Company agrees to take all steps necessary to ensure that all Rule 416
Securities are registered pursuant to Rule 416 under the Securities Act in the
Registration Statement and, absent guidance from the SEC or other definitive
authority to the contrary, the Company shall affirmatively support and not take
any action adverse to the position that the Registration Statements filed
hereunder cover all of the Rule 416 Securities. If the Company determines that
the Registration Statement(s) filed hereunder do not cover all of the Rule 416
Securities, the Company shall immediately provide to each Investor written
notice (a "RULE 416 NOTICE") setting forth the basis for the Company's position
and the authority ~herefore. In the event that a Registration Trigger Date (as
defined below) occurs, the Company shall provide each Investor written notice of
such Registration Trigger Date within three (3) business days thereafter. The
Company acknowledges that the number of shares of the Common Stock initially
included in any Registration Statement relating to the Registrable Securities
represents a good faith estimate of the maximum number of shares issuable upon
conversion of the Preferred Stock and exercise of the Warrants.

         3. OBLIGATIONS OF THE COMPANY.

In connection with the registration of the Registrable Securities, the Company
shall have the following obligations:

                  a. The Company shall prepare and file with the SEC each
Registration Statement required by Section 2(a) (but in no event later than the
Filing Date), and use its best efforts to have such Registration Statement
relating to Registrable Securities to become effective as soon as practicable
after such filing (but in no event later than the Registration Deadline), and
keep such Registration Statement effective pursuant to Rule 415 at all times
until such date as is the earlier of (i) the date on which all of the
Registrable Securities have been sold and (ii) the date on which all of the
Registrable Securities (in the reasonable opinion of counsel to the Initial
Investors) may be immediately sold to the public without registration or
restriction pursuant to Rule 144(k) under the Securities Act or any successor
provision (the "REGISTRATION PERIOD"), which Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein and all
documents incorporated by reference therein) shall not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein, or necessary to make the statements therein not misleading.

                  b. The Company shall prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to the
Registration Statements and the prospectuses used in connection with the
Registration Statements as may be necessary to keep the Registration Statements
effective at all times during the Registration Period, and, during such period,
comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities of the Company covered by the Registration
Statements until such time as all of such Registrable Securities have been
disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in the Registration Statements. In the event
that the number of shares available under a Registration Statement filed
pursuant to this Agreement is, for any three (3) consecutive trading days (the
last of such three (3) trading days


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being the "REGISTRATION TRIGGER DATE"), insufficient to cover one hundred
percent (100%) of the Registrable Securities issued or issuable upon conversion
(without giving effect to any limitations on conversion contained in Article
IV.C of the Certificate of Designation) of the Preferred Stock (including with
respect to any Premium issued in Common Stock and any increase in the number of
Conversion Shares due to a reset of the Conversion Price pursuant to the
Certificate of Designation or any anti-dilution provisions of the Preferred
Stock or Warrants) and exercise of the Warrants (without giving effect to any
limitations on exercise contained in Section 7 of the Warrants), the Company
shall amend the Registration Statement, or file a new Registration Statement (on
the short form available ~herefore, if applicable), or both, so as to cover one
hundred ten percent (110%) of the Registrable Securities issued or issuable
(without giving effect to any limitations on conversion or exercise contained in
the Certificate of Designation or the Warrants) as of the Registration Trigger
Date, in each case, as soon as practicable, but in any event within fifteen (15)
days after the Registration Trigger Date (based on the market price then in
effect of the Common Stock and other relevant factors on which the Company
reasonably elects to rely). The Company shall use its best efforts to have such
amendment(s) and/or new Registration Statement to become effective as soon as
practicable following the filing thereof. In the event the Company fails to
obtain the effectiveness of any such Registration Statement within seventy-five
(75) days after a Registration Trigger Date, each Investor shall thereafter have
the option, exercisable in whole at any time or in part from time to time by
delivery of a written notice to the Company (a "MANDATORY REDEMPTION NOTICE"),
to require the Company to purchase for cash, at an amount per share equal to the
Redemption Amount (as defined in Article VIII.B of the Certificate of
Designation), a portion of the Investor's Preferred Stock such that the total
number of Registrable Securities included in the Registration Statements for
resale by such Investor exceeds one hundred percent (100%) of the Registrable
Securities issued or issuable upon conversion (without giving effect to any
limitations on conversion contained in Article IV.C of the Certificate of
Designation) of such Investor's Preferred Stock and exercise of such Investor's
Warrants. If the Corporation fails to redeem any of such shares within five (5)
business days after its receipt of a Mandatory Redemption Notice, then such
Investor shall be entitled to the remedies provided in Article VIII.C of the
Certificate of Designation.

                  c. The Company shall furnish to each Investor whose
Registrable Securities are included in the Registration Statements and its legal
counsel (i) promptly after the same is prepared and publicly distributed, filed
with the SEC, or received by the Company, one copy of the Registration Statement
and any amendment thereto, the preliminary prospectus and prospectus and each
amendment or supplement thereto, and, in the case of the Registration Statements
referred to in Section 2(a), a copy of each letter written by or on behalf of
the Company to the SEC or the staff of the SEC (including, without limitation,
any request to accelerate the effectiveness of the Registration Statement or
amendment thereto), and each item of correspondence from the SEC or the staff of
the SEC, in each case relating to the Registration Statement (other than any
portion, if any, thereof which contains information for which the Company has
sought confidential treatment or any portion that is confidential with respect
to an Investor, which such portion the Company may redact), (ii) within two (2)
days after the date of effectiveness of a Registration Statement or any
amendment thereto, a notice stating that such Registration Statement or
amendment has been declared effective, and (iii) such number of copies of a
prospectus, including a preliminary prospectus, and all amendments and
supplements thereto and such other documents as such Investor may reasonably
request in order to facilitate


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the disposition of the Registrable Securities owned by such Investor. The
Company shall fully and adequately respond to any comments received from the SEC
or the staff of the SEC relating to the Registration Statement within ten (10)
days of the receipt by the Company of such comments, and shall provide the
Investors with copies of such correspondence subject to the confidentiality and
redaction provisions contained herein.

                  d. If the Company is not exempt because its Common Stock is
not registered on a national securities exchange, the Company shall use its
commercially reasonable best efforts to (i) register and qualify the Registrable
Securities covered by the Registration Statements under such other securities or
"blue sky" laws of such jurisdictions in the United States as each Investor who
holds Registrable Securities being offered reasonably requests, (ii) prepare and
file in those jurisdictions such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be
necessary to maintain the effectiveness thereof during the Registration Period,
(iii) take such other actions as may be necessary to maintain such registrations
and qualifications in effect at all times during the Registration Period, and
(iv) take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided, however, that
the Company shall not be required in connection therewith or as a condition
thereto to (a) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d), (b) subject itself
to general taxation in any such jurisdiction, (c) file a general consent to
service of process in any such jurisdiction, (d) provide any undertakings that
cause the Company undue expense or burden, or (e) make any change in its
certificate of incorporation or bylaws, which in each case the Board of
Directors of the Company determines to be contrary to the best interests of the
Company and its stockholders.

                  e. In the event the Investors who hold a majority in interest
of the Registrable Securities being offered in an offering select underwriters
for the offering and the Company does not reasonably object to such underwriter,
the Company shall enter into and perform its obligations under an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification and contribution obligations, with the underwriters of such
offering.

                  f. As promptly as practicable after becoming aware of such
event, the Company shall notify each Investor of the happening of any event, of
which the Company has knowledge, as a result of which the prospectus included in
the Registration Statement, as then in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, and use its
commercially reasonable best efforts promptly to prepare a supplement or
amendment to the Registration Statement to correct such untrue statement or
omission, and deliver such number of copies of such supplement or amendment to
each Investor as such Investor may reasonably request.

                  g. The Company shall use its commercially reasonable best
efforts to prevent the issuance of any stop order or other suspension of
effectiveness of a Registration Statement, and, if such an order is issued, to
obtain the withdrawal of such order at the earliest practicable moment
(including in each case by amending or supplementing such Registration
Statement) and to notify each Investor who holds Registrable Securities being
sold (or, in the event of an underwritten offering, the managing underwriters)
of the issuance of such order and the


                                       8
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resolution thereof (and if such Registration Statement is supplemented or
amended, deliver such number of copies of such supplement or amendment to each
Investor as such Investor may reasonably request).

                  h. The Company shall permit a single firm of counsel
designated by the Initial Investors to review each Registration Statement and
all amendments and supplements thereto a reasonable period of time prior to its
filing with the SEC, and not file any document in a form to which such counsel
reasonably objects and will not request acceleration of the effectiveness of any
Registration Statement without prior notice to such counsel.

                  i. The Company shall make generally available to its security
holders as soon as practical, but not later than ninety (90) days after the
close of the period covered thereby, an earnings statement (in form complying
with the provisions of Rule 158 under the Securities Act) covering a twelve
(12)-month period beginning not later than the first (1st) day of the Company's
fiscal quarter next following the effective date of the Registration Statement.

                  j. At the request of any Investor, the Company shall furnish,
on the date of effectiveness of each Registration Statement (i) an opinion,
dated as of such date, from counsel representing the Company addressed to the
Investors and in form, scope and substance as is customarily given in an
underwritten public offering and (ii) in the case of an underwriting, a letter,
dated such date, from the Company's independent certified public accountants in
form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and the Investors.

                  k. The Company shall make available for inspection by (i) any
Investor, (ii) any underwriter participating in any disposition pursuant to a
Registration Statement, (iii) one firm of attorneys and one firm of accountants
or other agents retained by the Investors, and (iv) one firm of attorneys
retained by all such underwriters (collectively, the "INSPECTORS") all pertinent
financial and other records, and pertinent corporate documents and properties of
the Company (collectively, the "RECORDS"), as shall be reasonably deemed
necessary by each Inspector to enable each Inspector to exercise its due
diligence responsibility, and cause the Company's officers, directors and
employees to supply all information which any Inspector may reasonably request
for purposes of such due diligence; provided, however, that each Inspector shall
hold in confidence and shall not make any disclosure (except to an Investor) of
any Record or other information which the Company determines in good faith to be
confidential, and of which determination the Inspectors are so notified, unless
(a) the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (b) the release of such
Records is ordered pursuant to a subpoena or other order from a court or
government body of competent jurisdiction, or (c) the information in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other agreement. The Company shall not be required
to disclose any confidential information in such Records to any Inspector until
and unless such Inspector shall have entered into confidentiality agreements (in
form and substance satisfactory to the Company) with the Company with respect
thereto, substantially in the form of this Section 3(k). Each Investor agrees
that it shall, upon learning that disclosure of such Records is sought in or by
a court or governmental body of competent jurisdiction or through other means,
give prompt notice to the Company and allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of, or to obtain a


                                       9
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protective order for, the Records deemed confidential. Nothing herein shall be
deemed to limit the Investors' ability to sell Registrable Securities in a
manner which is otherwise consistent with applicable laws and regulations.

                  l. The Company shall hold in confidence and not make any
disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement, (iii) the
release of such information is ordered pursuant to a subpoena or other order
from a court or governmental body of competent jurisdiction, (iv) such
information has been made generally available to the public other than by
disclosure in violation of this or any other agreement, or (v) such Investor
consents to the form and content of any such disclosure. The Company agrees that
it shall, upon learning that disclosure of such information concerning an
Investor is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to such Investor prior
to making such disclosure, and allow the Investor, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.

                  m. The Company shall use its best efforts to promptly either
(i) cause all of the Registrable Securities covered by the Registration
Statement to be listed on the SmallCap, AMEX, NNM or the NYSE or another
national securities exchange and on each additional national securities exchange
on which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) secure the designation and quotation
of all of the Registrable Securities covered by the Registration Statement on
the AMEX.

                  n. The Company currently has a transfer agent and registrar,
which is a single entity, and shall keep a transfer agent and registrar for as
long as any Investor owns Registrable Securities.

                  o. The Company shall cooperate with the Investors who hold
Registrable Securities being offered and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends other than a prospectus
delivery requirement legend) representing Registrable Securities to be offered
pursuant to the Registration Statements and enable such certificates to be in
such denominations or amounts, as the case may be, as the managing underwriter
or underwriters, if any, or the Investors may reasonably request and registered
in such names as the managing underwriter or underwriters, if any, or the
Investors may request, and, within three (3) business days after a Registration
Statement which includes Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel selected by the Company
to deliver, to the transfer agent for the Registrable Securities (with copies to
the Investors whose Registrable Securities are included in such Registration
Statement) an opinion of such counsel in the form attached hereto as EXHIBIT 1.

                  p. At the request of any Investor, the Company shall prepare
and file with the SEC such amendments (including post-effective amendments) and
supplements to a Registration


                                       10
<PAGE>
Statement and the prospectus used in connection with such Registration Statement
as may be necessary in order to change the plan of distribution set forth in
such Registration Statement.

                  q. The Company shall comply with all applicable laws related
to a Registration Statement and offering and sale of securities and all
applicable rules and regulations of governmental authorities in connection
therewith (including, without limitation, the Securities Act and the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and
regulations promulgated by the SEC.)

                  r. The Company shall take all such other actions as any
Investor may reasonably request in order to expedite or facilitate the
disposition of the Registrable Securities.

                  s. From and after the date of this Agreement, the Company
shall not, and shall not agree to, allow the holders of any securities of the
Company, other than holders of securities having the existing registration
rights as set forth on Schedule 3(d) to the Securities Purchase Agreement, to
include any of their securities in a Registration Statement under Section 2(a)
hereof or any amendment or supplement thereto under Section 3(b) hereof without
the consent of the holders of a majority in interest of the Registrable
Securities.

         4. OBLIGATIONS OF THE INVESTORS.

In connection with the registration of the Registrable Securities, the Investors
shall have the following obligations:

                  a. It shall be a condition precedent to the obligations of the
Company to complete the registration pursuant to this Agreement with respect to
the Registrable Securities of a particular Investor that such Investor shall
furnish to the Company such information regarding itself, the Registrable
Securities and other securities of the Company held by it and the intended
method of disposition of the Registrable Securities held by it as shall be
reasonably required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request. At least five (5) business days prior to the
first anticipated filing date of the Registration Statement, the Company shall
notify each Investor of the information the Company requires from each such
Investor and such Investor shall respond to the Company within three (3)
business days after receipt of such notification.

                  b. Each Investor, by such Investor's acceptance of the
Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of the
Registration Statement hereunder, unless such Investor has notified the Company
in writing of such Investor's election to exclude all of such Investor's
Registrable Securities from such Registration Statement.

                  c. In the event Investors holding a majority in interest of
the Registrable Securities being offered determine to engage the services of an
underwriter, each Investor agrees to enter into and perform such Investor's
obligations under an underwriting agreement, in usual and customary form,
including, without limitation, customary indemnification and contribution
obligations, with the managing underwriter of such offering and take such other
actions as are


                                       11
<PAGE>
reasonably required in order to expedite or facilitate the disposition of the
Registrable Securities, unless such Investor has notified the Company in writing
of such Investor's election not to participate in such underwritten
distribution.

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

                  e. No Investor may participate in any underwritten
distribution hereunder unless such Investor (i) agrees to sell such Investor's
Registrable Securities on the basis provided in any underwriting arrangements in
usual and customary form entered into by the Company, (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements, and (iii) agrees to pay its pro rata share of all
underwriting discounts and commissions and any expenses in excess of those
payable by the Company pursuant to Section 5 below.

         5. EXPENSES OF REGISTRATION.

         All reasonable expenses, other than underwriting discounts and
commissions and costs of counsel to Investors, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees, the fees and disbursements of counsel for
the Company shall be borne by the Company. In addition, the Company shall pay
all of the Investors' costs and expenses (including reasonable legal fees)
incurred in connection with the enforcement of the rights of the Investors
hereunder.

         6. INDEMNIFICATION.

         In the event any Registrable Securities are included in a Registration
Statement under this Agreement:

                  a. To the extent permitted by law, the Company will indemnify,
hold harmless and defend (i) each Investor who holds or sells such Registrable
Securities, and (ii) the directors, officers, partners, members, employees,
agents and each person who controls any Investor within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, if any, and
underwriters for Investors and such underwriters' directors, officers, partners,
members, employees, agents and each person who controls any such underwriter
within the meaning of Section 15 of the Exchange Act (each, an "INDEMNIFIED
PERSON"), against any joint or several losses, claims, damages, liabilities or
expenses (collectively, together with actions, proceedings or inquiries by any
regulatory or self-regulatory organization, whether commenced


                                       12
<PAGE>
or threatened, in respect thereof, "CLAIMS") to which any of them may become
subject insofar as such Claims arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in a Registration
Statement or any filing made in connection with qualification under state
securities laws or the omission or alleged omission to state therein a material
fact required to be stated or necessary to make the statements therein not
misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus if used prior to the effective date
of such Registration Statement, or contained in the final prospectus (as amended
or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not misleading,
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any other applicable securities law, including, without
limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities or (iv) any material
breach of this Agreement (the matters in the foregoing clauses (i) through (iv)
being, collectively, "VIOLATIONS"). Subject to the restrictions set forth in
Section 6I with respect to the number of legal counsel, the Company shall
reimburse the Investors and each other Indemnified Person, promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees or
other reasonable out of pocket expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6(a): (i) shall not apply to a Claim arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by such Indemnified Person expressly for use
in the Registration Statement or any such amendment thereof or supplement
thereto; (ii) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld; and (iii) with respect to any
preliminary prospectus, shall not inure to the benefit of any Indemnified Person
if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented, if such corrected prospectus was timely made
available by the Company pursuant to Section 3(c) hereof, and the Indemnified
Person was promptly advised in writing not to use the incorrect prospectus prior
to the use giving rise to a Violation and such Indemnified Person,
notwithstanding such advice, used it. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities
by the Investors pursuant to Section 9 hereof or the sale of the Registrable
Securities pursuant to the Registration Statement.

                  b. In connection with any Registration Statement in which an
Investor is participating, each such Investor agrees severally and not jointly
to indemnify, hold harmless and defend, to the same extent and in the same
manner set forth in Section 6(a), the Company, each of its directors, each of
its officers who signs the Registration Statement, its employees, agents and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act (collectively and
together with an Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim
to which any of them may become subject, under the Securities Act, the Exchange
Act or otherwise, insofar as such Claim arises out of or is based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished to the Company by


                                       13
<PAGE>
such Investor expressly for use in connection with such Registration Statement;
and subject to Section 6(c) such Investor will reimburse any legal or other out
of pocket expenses (promptly as such expenses are incurred and are due and
payable) reasonably incurred by them in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) shall not apply to amounts paid in settlement of
any Claim if such settlement is effected without the prior written consent of
such Investor, which consent shall not be unreasonably withheld; provided,
further, however, that any Investor shall be liable under this Agreement
(including this Section 6(b) and Section 7) for only that amount as does not
exceed the net proceeds actually received by such Investor as a result of the
sale of Registrable Securities pursuant to such Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of
the Registrable Securities by any Investor pursuant to Section 9 hereof.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(b) with respect to any preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact contained in the preliminary prospectus
was corrected on a timely basis in the prospectus, as then amended or
supplemented, and the Indemnified Party failed to utilize such corrected
prospectus.

                  c. Promptly after receipt by an Indemnified Person or
Indemnified Party under this Section 6 of notice of the commencement of any
action (including any governmental action), such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that such indemnifying party shall not be
entitled to assume such defense and an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses to be
paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential conflicts of interest between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding or the actual or potential defendants in, or targets
of, any such action include both the Indemnified Person or the Indemnified Party
and the indemnifying party and any such Indemnified Person or Indemnified Party
reasonably determines that there may be legal defenses available to such
Indemnified Person or Indemnified Party which are different from or in addition
to those available to such indemnifying party. The indemnifying party shall pay
for only one separate legal counsel for the Indemnified Persons or the
Indemnified Parties, as applicable, and such legal counsel shall be selected by
Investors holding a majority-in-interest of the Registrable Securities included
in the Registration Statement to which the Claim relates (with the approval of
the Initial Investors if they hold Registrable Securities included in such
Registration Statement), if the Investors are entitled to indemnification
hereunder, or by the Company, if the Company is entitled to indemnification
hereunder, as applicable. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is actually prejudiced in its


                                       14
<PAGE>
ability to defend such action. The indemnification required by this Section 6
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as such expense, loss, damage or liability is
incurred and is due and payable.

         7. CONTRIBUTION.

         To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that
(i) no contribution shall be made under circumstances where the maker would not
have been liable for indemnification under the fault standards set forth in
Section 6, (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
such fraudulent misrepresentation, and (iii) contribution (together with any
indemnification or other obligations under this Agreement) by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities pursuant to
the Registration Statement.

         8. REPORTS UNDER THE EXCHANGE ACT.

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

                  a. file with the SEC in a timely manner and make and keep
available all reports and other documents required of the Company under the
Securities Act and the Exchange Act so long as the Company remains subject to
such requirements (it being understood that nothing herein shall limit the
Company's obligations under Section 4I of the Securities Purchase Agreement) and
the filing and availability of such reports and other documents is required for
the applicable provisions of Rule 144; and

                  b. furnish to each Investor so long as such Investor owns
shares of Preferred Stock, Warrants or Registrable Securities, promptly upon
request, (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) to the extent not available on the SEC's EDGAR system, a copy of the most
recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investors to sell such securities under Rule
144 without registration.

         9. ASSIGNMENT OF REGISTRATION RIGHTS.

         The rights of the Investors hereunder, including the right to have the
Company register Registrable Securities pursuant to this Agreement, shall be
automatically assignable by each Investor to any transferee of all or any
portion of the shares of Preferred Stock, the Warrants or the Registrable
Securities if: (i) the Investor agrees in writing with the transferee or
assignee to assign such rights, and a copy of such agreement is furnished to the
Company after such


                                       15
<PAGE>
assignment, (ii) the Company is furnished with written notice of (a) the name
and address of such transferee or assignee, and (b) the securities with respect
to which such registration rights are being transferred or assigned, (iii)
following such transfer or assignment, the further disposition of such
securities by the transferee or assignee is restricted under the Securities Act
and applicable state securities laws, (iv) the transferee or assignee agrees in
writing for the benefit of the Company to be bound by all of the provisions
contained herein, and (v) such transfer shall have been made in accordance with
the applicable requirements of the Securities Purchase Agreement.

         10. AMENDMENT OF REGISTRATION RIGHTS.

         Provisions of this Agreement may be amended and the observance thereof
may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with written consent of the Company and
Investors who hold a majority in interest of the Registrable Securities;
provided, however, that no amendment hereto which restricts the ability of an
Investor to elect not to participate in an underwritten offering shall be
effective against any Investor which does not consent in writing to such
amendment; provided, further, however, that no consideration shall be paid to an
Investor by the Company in connection with an amendment hereto unless each
Investor similarly affected by such amendment receives a pro-rata amount of
consideration from the Company. Unless an Investor otherwise agrees, each
amendment hereto must similarly affect each Investor. Any amendment or waiver
effected in accordance with this Section 10 shall be binding upon each Investor
and the Company.

         11. MISCELLANEOUS.

                  a. A person or entity is deemed to be a holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities or the Preferred Stock or Warrants relating to such Registrable
Securities, as the case may be. If the Company receives conflicting
instructions, notices or elections from two (2) or more persons or entities with
respect to the same Registrable Securities, the Company shall act upon the basis
of instructions, notice or election received from the registered owner of such
Registrable Securities.

                  b. Any notices required or permitted to be given under the
terms of this Agreement shall be sent by certified or registered mail (return
receipt requested) or delivered personally or by courier or by confirmed
telecopy, and shall be effective upon receipt or refusal of receipt, if
delivered personally or by courier or confirmed telecopy, in each case addressed
to a party. The addresses for such communications shall be:

                                       16
<PAGE>
                  If to the Company:

                           LifePoint, Inc.
                           1205 South Dupont Street
                           Ontario, CA 91761
                           Telephone:  (909) 418-3000
                           Telecopy:  (909) 418-3003
                           Attn:  Linda M. Masterson, Chief Executive Officer

                   with a copy to:

                            Wachtel & Masyr, LLP
                            110 East 59th Street, 27th Floor
                            New York, New York  10022
                            Telephone:  (212) 909-9602
                            Telecopy:   (212) 909-9455
                            Attn:  Robert W. Berend, Esq.

and if to any Investor, at such address as such shall have provided in writing
to the Company, or at such other address as each such party furnishes by notice
given in accordance with this Section 11(b).

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

                  d. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York without regard to principles of
choice of law or conflicts of law that would defer to the substantive law of
another jurisdiction. The Company irrevocably consents to the jurisdiction of
the United States federal courts and the state courts located in the County and
State of New York in any suit or proceeding based on or arising under this
Agreement and irrevocably agrees that all claims in respect of such suit or
proceeding shall be determined exclusively in such courts. The Company
irrevocably waives the defense of an inconvenient forum to the maintenance of
such suit or proceeding, provided that the Company may seek to remove the suit
or proceeding from the state court to the federal court or vice verse. The
Company further agrees that service of process upon the Company, mailed by first
class mail shall be deemed in every respect effective service of process upon
the Company in any such suit or proceeding. Nothing herein shall affect the
Investors' right to serve process in any other manner permitted by law. The
Company agrees that a final non-appealable judgment in any such suit or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on such judgment or in any other lawful manner.

                  e. This Agreement, the Securities Purchase Agreement
(including all schedules and exhibits thereto), the Certificate of Designation
and the Warrants constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof. This Agreement, the Securities
Purchase Agreement and the Warrants supersede all prior


                                       17
<PAGE>
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.

                  f. Subject to the requirements of Section 9 hereof, this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto.

                  g. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                  h. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

                  i. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

                  j. All consents, approvals and other determinations to be made
by the Investors or the Initial Investors pursuant to this Agreement shall be
made by the Investors or the Initial Investors holding a majority in interest of
the Registrable Securities (determined as if all shares of Preferred Stock and
Warrants then outstanding had been converted into or exercised for Registrable
Securities) held by all Investors or Initial Investors, as the case may be.

                  k. The initial number of Registrable Securities included in
any Registration Statement and each increase (if any) to the number of
Registrable Securities included thereon shall be allocated pro rata among the
Investors based on the number of Registrable Securities held by each Investor at
the time of such establishment or increase, as the case may be. In the event an
Investor shall sell or otherwise transfer any of such holder's Registrable
Securities, each transferee shall be allocated a pro rata portion of the number
of Registrable Securities included on a Registration Statement for such
transferor. Any shares of the Common Stock included in a Registration Statement
and which remain allocated to any person or entity which does not hold any
Registrable Securities shall be allocated to the remaining Investors, pro rata
based on the number of shares of Registrable Securities then held by such
Investors. For the avoidance of doubt, the number of Registrable Securities held
by any Investor shall be determined as if all shares of Preferred Stock and
Warrants then outstanding were converted into or exercised for Registrable
Securities.

                  l. Each party to this Agreement has participated in the
negotiation and drafting of this Agreement. As such, the language used herein
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be applied against any
party to this Agreement.

                                       18
<PAGE>
                  m. For purposes of this Agreement, the term "business day"
means any day other than a Saturday or Sunday or a day on which the SEC is
closed.




                                       19
<PAGE>
         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.

LIFEPOINT, INC.


By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Its:
    -------------------------------------------------




SIGNATURES OF  INVESTORS:



                                       20
<PAGE>
                                                                    EXHIBIT 1 TO
                                                                    REGISTRATION
                                                                RIGHTS AGREEMENT

                                     [Date]

[Name and address
of transfer agent]


                  RE:      LIFEPOINT, INC.

Ladies and Gentlemen:

We are counsel to LIFEPOINT, INC., a corporation organized under the laws of the
State of Delaware (the "COMPANY"), and we understand that [Name of Investor]
(the "HOLDER") has purchased from the Company (i) shares of the Company's Series
C Convertible Preferred Stock (the "PREFERRED STOCK") that are convertible into
shares of the Company's common stock, no par value per share (the "COMMON
STOCK"), and (ii) warrants (the "WARRANTS") to acquire shares of Common Stock.
Pursuant to a Registration Rights Agreement, dated as of ________, 2001, by and
among the Company and the signatories thereto (the "REGISTRATION RIGHTS
AGREEMENT"), the Company agreed with the Holder, among other things, to register
the Registrable Securities (as that term is defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
upon the terms provided in the Registration Rights Agreement. In connection with
the Company's obligations under the Registration Rights Agreement, on
____________, 2000, the Company filed a Registration Statement on Form S-___
(File No. 333- _____________) (the "REGISTRATION STATEMENT") with the Securities
and Exchange Commission (the "SEC") relating to the Registrable Securities,
which names the Holder as a selling stockholder thereunder. The Registration
Statement was declared effective by the SEC on _____________, 2001.

[Other customary introductory and scope of examination language to be inserted]
Based on the foregoing, we are of the opinion that the resale of the Registrable
Securities have been registered under the Securities Act.

                   [Other customary language to be included.]

                                    Very truly yours,


cc:       [Name of Investor]




                                       21