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Exhibit 4.4

                          REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights  Agreement  (this  "Agreement")  is  made  as of
November 7, 2001,  between Sales Online  Direct,  Inc., a corporation  organized
under the laws of the State of Delaware,  U.S.A., with headquarters located at 4
Brussels Street,  Worcester,  Massachusetts  01610 (the "Company") and Augustine
Fund, L.P., an Illinois limited partnership, ("Holder"). This Agreement is being
entered  into  pursuant to that  certain  Loan  Agreement,  dated as of the date
hereof, between the Company and the Holders (the "Loan Agreement").

     The Company and the Holders hereby agree as follows:

          1.   Definitions

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

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

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

     "Blackout Period" shall have the meaning set forth in Section 3(n).

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

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

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means the Company's common stock, $.001 value per share.

     "Convertible Notes" means those certain Convertible Promissory Notes of the
Company issued to the Lender pursuant to the Loan Agreement.

     "Effectiveness Date" means, with respect to the Registration Statement, the
240th day following the Closing Date.

     "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 180th day following the Closing Date.

     "Holder" or "Holders" means the holder or holders, as the case may be, from
time to time of Registrable Securities.

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

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

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

     "OTC Bulletin Board" shall mean the  over-the-counter  electronic  bulletin
board market or exchange.

     "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.

     "Registrable Securities" means (i) the shares of Common Stock issuable upon
conversion of the Convertible  Notes (the  "Conversion  Shares"),  any shares of
Common Stock issuable as Interest Payment Shares, and any shares of Common Stock
issuable upon any stock split, stock dividend, recapitalization or similar event
with respect to such Conversion  Shares or Interest  Payment 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  (the  "Required  Number")  equal to no less  than 200% of the
maximum number of shares of Common Stock which would be issuable upon conversion
of the Convertible Notes and upon election to receive all interest payable under
the Convertible Notes until their maturity dates in the form of Interest Payment
Shares,  assuming such  conversion and election  occurred on the Closing Date or
the  Filing  Date,  whichever  date  would  result  in  the  greater  number  of
Registrable  Securities.   Notwithstanding  anything  contained  herein  to  the
contrary,  if the actual  number of shares of Common Stock  issuable as Interest
Payment Shares or upon conversion of the Convertible  Notes exceeds the Required
Number,  the term  "Registrable  Securities"  shall be  deemed to  include  such
additional  shares of Common Stock as are necessary to include all of the shares
of Common Stock issuable as Interest  Payment  Shares or upon  conversion of the
Convertible Notes.

     "Registration   Statement"  means  the  registration   statements  and  any
additional  registration  statements contemplated by Section 2(a), 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.

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     "Special  Counsel"  means any special  counsel to a Holder,  for which such
Holder will be reimbursed by the Company pursuant to Section 4.

     2.   Registration.

     (a)  Required  Registration.  On or prior to the Filing  Date,  the Company
shall prepare and file with the Commission a Registration Statement covering all
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415. The Registration Statement shall be on Form SB-2. The Company shall
use its  reasonable  best  efforts  to cause the  Registration  Statement  to be
declared  effective  under the  Securities Act as promptly as possible after the
filing thereof,  but in any event prior to the  Effectiveness  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 by the Holders
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  to be filed  because  the  holders of a majority of the
principal amount  outstanding under the Convertible  Notes reasonably  determine
that the actual number of Interest Payment Shares and the shares of Common Stock
into which the Convertible Notes are convertible may exceed the number of shares
of Common Stock initially registered in respect of the Conversion Shares and the
Interest  Payment  Shares based upon the  computation  on the Closing Date,  the
holders  shall give the  Company  written  notice of such fact,  and the Company
shall have twenty (20) Business Days from the date of its receipt of such notice
to file such additional Registration  Statement.  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 ninety (90)
days after filing.

     (b) Shelf  Registration.  If the Company is not on the Filing Date eligible
to file a  registration  statement on Form S-3,  then as soon as possible but no
later than  thirty  (30) days after  becoming  eligible  to file a  registration
statement for a secondary or resale  offering of the  Registrable  Securities on
Form  S-3,  the  Company   shall   prepare  and  file  with  the   Commission  a
post-effective  amendment to Form SB-2 on Form S-3 to continue the  registration
of all Registrable  Securities pursuant to a "shelf"  Registration  Statement on
Form S-3 covering  all  Registrable  Securities  for an offering to be made on a
continuous basis pursuant to Rule 415.  Notwithstanding anything to the contrary
contained herein,  at no time during the  Effectiveness  Period shall any of the
Registrable Securities cease being registered.

     3. Registration  Procedures.  In connection with the Company's registration
obligations hereunder, the Company shall:

     (a) Prepare and file with the  Commission on or prior to the Filing Date, a
Registration  Statement on Form SB-2 (or if the Company is not then  eligible to
register for resale the  Registrable  Securities on Form SB-2 such  registration
shall be on another appropriate form 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 (i)  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
the Holders  and such  Special  Counsel,  and (ii) at the request of the Holders
cause its officers  and  directors,  counsel and  independent  certified  public
accountants  to  respond  to  such  inquiries  as  shall  be  necessary,  in the
reasonable  opinion  of  counsel  to  such  Holders,  to  conduct  a  reasonable
investigation  within the meaning of the  Securities  Act. The Company shall not
file the  Registration  Statement or any such  Prospectus  or any  amendments or
supplements thereto to which the Holders or any Special Counsel shall reasonably
object in writing within three (3) Business Days of their receipt thereof.

     (b) (i) Prepare and file with the  Commission  such  amendments,  including
post-effective  amendments, to the Registration Statement as may be necessary to
keep the  Registration  Statement  continuously  effective as to the  applicable
Registrable  Securities for the  Effectiveness  Period and prepare and file with
the Commission such

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additional  Registration  Statements  in order to register  for resale under the
Securities  Act  all of the  Registrable  Securities;  (ii)  cause  the  related
Prospectus to be amended or supplemented by any required Prospectus  supplement,
and as so  supplemented  or  amended  to be filed  pursuant  to Rule 424 (or any
similar  provisions then in force)  promulgated  under the Securities Act; (iii)
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;  and (iv) comply in all material  respects with the provisions of the
Securities  Act and the  Exchange  Act with  respect to the  disposition  of all
Registrable   Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

     (c) Notify 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) 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 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
the  withdrawal  of,  (i)  any  order   suspending  the   effectiveness  of  the
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification)  of any of  the  Registrable  Securities  for  sale  in any
jurisdiction, at the earliest practicable moment.

     (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 reasonably  practicable  after the Company has received  notification  of the
matters to be  incorporated  in such  Prospectus  supplement  or  post-effective
amendment.

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

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

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     (h) 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  reasonably  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  reasonably  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.

     (i) Cooperate  with the Holders to facilitate  the timely  preparation  and
delivery of certificates representing Registrable Securities to be sold pursuant
to a Registration Statement, which certificates shall be free 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  within at least two (2)
Business Days after notice thereof.

     (j) Upon the occurrence of any event  contemplated by Section 3(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.

     (k) Use its best efforts to cause all  Registrable  Securities  relating to
such Registration Statement to be listed on the OTC Bulletin Board and any other
securities  exchange,  quotation  system,  market or  over-the-counter  bulletin
board,  if any,  on which  similar  securities  issued by the  Company  are then
listed.

     (l)  Comply  in  all  material  respects  with  all  applicable  rules  and
regulations  of the  Commission  and make  generally  available  to its 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  fiscal  quarter of the
Company after the effective date of the Registration Statement,  which statement
shall conform to the requirements of Rule 158.

     (m)  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.  If the Registration  Statement refers to any Holder by
name or otherwise  as the holder of any  securities  of the  Company,  then such
Holder shall have the right to require (if such reference to such Holder by name
or  otherwise  is not  required by the  Securities  Act or any  similar  federal
statute  then in force) the  deletion  of the  reference  to such  Holder in any
amendment  or  supplement  to  the  Registration  Statement  filed  or  prepared
subsequent to the time that such  reference  ceases to be required.  Each Holder
covenants and agrees that (i) it will not sell any Registrable  Securities under
the  Registration  Statement  until it has received  copies of the Prospectus as
then amended or supplemented as contemplated in Section 3(g) and notice from the
Company  that such  Registration  Statement  and any  post-effective  amendments
thereto have become  effective as  contemplated  by Section 3(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.
Each Holder agrees by its acquisition of such Registrable  Securities that, upon
receipt of a notice from the Company of the  occurrence of any event of the kind
described in Section 3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v) or 3(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 3(j), or until it is advised in writing (the "Advice") by the Company
that the use of the applicable  Prospectus may be resumed,  and, in either case,
has  received  copies  of  any  additional

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or  supplemental  filings that are  incorporated or deemed to be incorporated by
reference in such Prospectus or Registration Statement.

     (n) If (i) there is material non-public  information  regarding the Company
which the Company's Board of Directors (the "Board")  reasonably  determines not
to be in the  Company's  best  interest to disclose and which the Company is not
otherwise  required  to  disclose,  or  (ii)  there  is a  significant  business
opportunity  (including,  but not limited to, the  acquisition or disposition of
assets  (other  than  in  the  ordinary  course  of  business)  or  any  merger,
consolidation,  tender  offer or other  similar  transaction)  available  to the
Company which the Board  reasonably  determines  not to be in the Company's best
interest to disclose and which the Company  would be required to disclose  under
the Registration  Statement,  then the Company may postpone or suspend filing or
effectiveness  of a  registration  statement  for a  period  not  to  exceed  20
consecutive  days,  provided  that the Company  may not  postpone or suspend its
obligation under this Section 3(n) for more than 45 days in the aggregate during
any 12-month period (each, a "Blackout Period"); provided, however, that no such
postponement or suspension  shall be permitted for  consecutive  20-day periods,
arising out of the same set of facts, circumstances or transactions.

     4. Registration Expenses. All fees and expenses incident to the performance
of or  compliance  with  this  Agreement  by the  Company  shall be borne by the
Company whether or not the Registration  Statement is filed or becomes effective
and  whether  or  not  any  Registrable  Securities  are  sold  pursuant  to the
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made  with the OTC  Bulletin  Board  and each  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, (C)
with respect to filings required to be made under the OTC Bulletin Board and (D)
in  compliance  with  state  securities  or Blue  Sky laws  (including,  without
limitation,  fees and disbursements of counsel for the Holder 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  incurred  by  the  Company,  (iv)  fees  and
disbursements of counsel for the Company and Special Counsel for each Holder, in
the case of each Special  Counsel,  to a maximum amount of $2,500.00  during the
term of this Agreement,  (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.

     5. Indemnification.

     (a) Indemnification by the Company. The Company shall,  notwithstanding any
termination  of this  Agreement,  indemnify and hold  harmless each Holder,  the
officers,  directors,  agents,  brokers  (including  brokers  who offer and sell
Registrable  Securities  as  principal as a result of a pledge or any failure to
perform under a margin call of Common Stock),  investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the  Securities  Act or Section  20 of the  Exchange  Act) and the
officers,  directors,  agents and employees of each such controlling  Person, to
the fullest  extent  permitted by  applicable  law, from and against any and all
losses,  claims,  damages,  liabilities,  costs (including,  without limitation,
costs of preparation and 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

<PAGE>

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 or in material part upon  information  regarding such Holder furnished to
the Company by such Holder,  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 Holder 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 and shall
survive the transfer of the Registrable Securities by the Holder.

     (b)  Indemnification  by  Holder.  The  Holders  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  or in  material  part out of or based  solely  or in
material  part upon any untrue  statement  of a material  fact  contained in the
Registration Statement,  any Prospectus,  or any form of prospectus,  or arising
solely or in material  part out of or based solely or in material  part 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 by such Holder to the Company 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.  Notwithstanding  anything to the  contrary  contained
herein,  the Holder shall be liable under this Section 5(b) for only that amount
as does not exceed the net  proceeds  to such  Holder as a result of the sale of
Registrable Securities pursuant to such Registration Statement.

     (c) Conduct of  Indemnification  Proceedings.  If any  Proceeding  shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity  is sought (the  "Indemnifying  Party) in writing,  and the
Indemnifying Party shall 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  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)

<PAGE>

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 5(a) or 5(b)
is  unavailable  to an  Indemnified  Party  because of a failure or refusal of a
governmental  authority to enforce such  indemnification  in accordance with its
terms (by reason of public policy or otherwise),  then each Indemnifying  Party,
in lieu of indemnifying such Indemnified  Party,  shall contribute to the amount
paid or payable by such  Indemnified  Party as a result of such Losses,  in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party and  Indemnified  Party in  connection  with the  actions,  statements  or
omissions that resulted in such Losses as well as any other  relevant  equitable
considerations.  The relative fault of such  Indemnifying  Party and Indemnified
Party shall be  determined  by  reference  to, among other  things,  whether any
action in  question,  including  any untrue or  alleged  untrue  statement  of a
material fact or omission or alleged omission of a material fact, has been taken
or made by, or relates to information  supplied by, such Indemnifying,  Party or
Indemnified  Party,  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such  action,  statement or
omission.  The amount paid or payable by a party as a result of any Losses shall
be deemed to include,  subject to the limitations set forth in Section 5(c), any
reasonable  attorneys'  or other  reasonable  fees or expenses  incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified  for such fees or expenses if the  indemnification  provided  for in
Sections 5(a) and 5(b) 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 5(d) for only that amount as
does not  exceed  the net  proceeds  to such  Holder  as a result of the sale of
Registrable  Securities  pursuant to such  Registration  Statement.  The parties
hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were  determined by pro rata allocation or by any other method
of  allocation  that does not take into  account  the  equitable  considerations
referred  to in  the  immediately  preceding  paragraph.  No  Person  guilty  of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any Person who was not
guilty of such  fraudulent  misrepresentation.  The indemnity  and  contribution
agreements  contained in this Section are in addition to any liability  that the
Indemnifying Parties may have to the Indemnified Parties.

     6.  Rule  144.  As long as any  Holder  holds  a  Convertible  Note or owns
Conversion  Shares or Interest Payment 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 Holder with true and complete copies of all such filings. As long as
any  Holder  holds a  Convertible  Note or owns  Conversion  Shares or  Interest
Payment  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
Holder 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  Conversion  Shares and  Interest  Payment  Shares  without
registration  under the  Securities  Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act,  including  providing
any legal opinions of counsel to the Company  referred to in the Loan Agreement.
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.

     7. 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

<PAGE>

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 except for registration  rights
previously  granted  to  the  Holders.   Except  for  such  registration  rights
previously  granted  to  the  Holders,  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 at  least  eighty-five  percent  (85%)  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 to
the prior rights in full of the Holder set forth  herein,  and are not otherwise
in conflict with the provisions of this  Agreement.  This Section 7(b) shall not
prohibit  the  Company  from  entering  into  any   agreements   concerning  the
registration of securities on Form S-8 or Form S-4.

     (c) [Intentionally Omitted.]

     (d) Piggy-Back Registrations. If at any time when there is not an effective
Registration  Statement  covering  any issued or issuable  Conversion  Shares or
Interest  Payment  Shares,  and 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 send to each Holder of Registrable  Securities
written  notice of such  determination  and,  if within  thirty  (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
such Holder),  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,  provided that if at any time after
giving  written  notice of its intention to register any securities and prior to
the effective date of the  registration  statement filed in connection with such
registration,  the Company shall  determine for any reason not to register or to
delay  registration of such securities,  the Company may, at its election,  give
written notice of such determination to such Holder and,  thereupon,  (i) in the
case of a determination not to register,  shall be relieved of its obligation to
register any Registrable  Securities in connection with such  registration  (but
not from its  obligation to pay expenses in  accordance  with Section 4 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  7(d) 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 7(d) that are eligible for sale
pursuant to Rule 144(k) of the  Securities  Act. In the case of an  underwritten
public  offering,  if  the  managing  underwriter(s)  or  underwriter(s)  should
reasonably  object  to the  inclusion  of the  Registrable  Securities  in  such
registration statement, then if the Company after consultation with the managing
underwriter  should reasonably  determine that the inclusion of such Registrable
Securities,  would materially adversely affect the offering contemplated in such
registration statement,  and based on such determination recommends inclusion in
such  registration  statement of fewer or none of the Registrable  Securities of
the  Holders,  then (x) the  number of  Registrable  Securities  of the  Holders
included in such  registration  statement  shall be reduced  pro-rata among such
Holders  (based  upon the  number  of  Registrable  Securities  requested  to be
included  in the  registration),  if the  Company  after  consultation  with the
underwriter(s)  recommends the inclusion of fewer Registrable Securities, or (y)
none of the  Registrable  Securities  of the  Holders  shall be included in such
registration   statement,   if  the   Company   after   consultation   with  the
underwriter(s)  recommends the inclusion of none of such Registrable Securities;
provided, however, that if securities are being offered for the account of other
persons 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).

<PAGE>

     (e) [Intentionally Omitted.]

     (f)  Specific  Enforcement,  Consent to  Jurisdiction.  The Company and the
Holders  acknowledge and agree that irreparable  damage would occur in the event
that any of the  provisions  of this  Registration  Rights  Agreement,  the Loan
Agreement or the  Convertible  Notes 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  Registration  Rights  Agreement,  the Loan
Agreement or the  Convertible  Notes 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.  Each of the Company and the
Holders (i) hereby irrevocably  submits to the jurisdiction of the United States
District  Court  sitting  in the  City of  Chicago,  State of  Illinois  for the
purposes of any suit,  action or  proceeding  arising out of or relating to this
Agreement or the Loan 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 7(f) shall affect or limit any right
to serve process in any other manner permitted by law.

     (g) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the same shall be in writing and signed by the  Company and the  Holders.
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 a
Holder  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.

     (h)  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 in accordance with the notice  provision set forth in
the Loan Agreement.  The addresses for such  communications with respect to each
party  shall be the  address(es)  for such  party that are set forth in the Loan
Agreement  (as the  same  may be  modified  from  time to time by such  party in
accordance  with the terms of the Loan  Agreement),  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.

     (i) 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 the Holders and their  respective  successors  and
assigns.  The  Company  may not assign  this  Agreement  or any of its rights or
obligations  hereunder  without  the  prior  written  consent  of  the  Holders.
Notwithstanding  anything to the  contrary in this  Agreement,  no Holder  shall
assign its rights under this Agreement or otherwise transfer all or a portion of
the  Convertible  Notes or the  Registrable  Securities to any competitor of the
Company, and in no event shall there be greater than three (3) Holders which are
not affiliates of the initial Holders during the term of this Agreement.

     (j) 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 Convertible Notes or 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  state  securities  laws,  (iv) at or  before  the time  the  Company
receives the written  notice  contemplated  by clause (ii) of this Section,  the
transferee or

<PAGE>

assignee agrees in writing with the Company to be bound by all of the provisions
of this Agreement, and (v) such transfer shall have been made in accordance with
the  applicable  requirements  of the Loan  Agreement.  The rights to assignment
shall apply to the Holders (and to subsequent) successors and assigns.

     (k)  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.

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

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

     (n) 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.

     (o)  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.

     (p) 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  and shall not
be counted as outstanding.

     (q)  Notice  of  Effectiveness.  Within  two (2)  business  days  after the
Registration  Statement  which  includes the  Registrable  Securities is ordered
effective by the  Commission,  the Company shall deliver,  and shall cause legal
counsel for the Company to deliver,  to the transfer agent for such  Registrable
Securities  and to the Lender  (with  copies to the  Holders  whose  Registrable
Securities  are  included  in such  Registration  Statement,  if other  than the
Lender) confirmation that the Registration Statement has been declared effective
by the Commission in the form attached hereto as Exhibit A.

                            [SIGNATURE PAGE FOLLOWS]

<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.

                          SALES ONLINE DIRECT, INC.


                          By: /s/ Gregory Rotman
                              --------------------------------------------
                          Its:     President


                          AUGUSTINE FUND, L.P.


                          By: /s/ AUGUSTINE CAPITAL MANAGEMENT, LLC
                              --------------------------------------------
                          Its:     general partner


                          By: /s/ John Porter
                              --------------------------------------------
                          Its:     President

<PAGE>

                                                                       EXHIBIT A

            FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT

[NAME AND ADDRESS OF TRANSFER AGENT]
Attn: ____________________

[NAME OF INVESTOR]
[ADDRESS]
[ADDRESS]
Attn: ____________________

     Re: SALES ONLINE DIRECT, INC.

Ladies and Gentlemen:

     We are counsel to Sales Online Direct,  Inc., a Delaware  corporation  (the
"COMPANY"),  and have  represented  the Company in connection  with that certain
Loan Agreement (the "LOAN AGREEMENT"), dated as of October __, 2001, between the
Company  and the Lender  named  therein  (the  "HOLDER")  pursuant  to which the
Company  issued to the Lender a Convertible  Promissory  Note  convertible  into
shares of the  Company's  common  stock,  $.001 par value per share (the "COMMON
STOCK").  Pursuant to the Loan  Agreement,  the Company has also  entered into a
Registration  Rights  Agreement  with  the  Lender  (the  "REGISTRATION   RIGHTS
AGREEMENT"),  dated of even date with the Loan Agreement,  pursuant to which the
Company agreed,  among other things, to register the Registrable  Securities (as
defined in the Registration  Rights  Agreement),  including the shares of Common
Stock issuable upon  conversion of the Convertible  Notes,  under the Securities
Act of 1933,  as amended  (the "1933 ACT").  In  connection  with the  Company's
obligations     under     the     Registration     Rights     Agreement,      on
____________________________ , 200__, the Company filed a Registration Statement
on Form ___ (File No.  333-__________)  (the "REGISTRATION  STATEMENT") with the
Securities  and Exchange  Commission  (the "SEC")  relating to the resale of the
Registrable  Securities  which  names  each  Holder  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 COUNSEL]