(EXCLUDING DISCOUNTS AND COMMISSIONS) AND OTHER PERSONS RETAINED BY
THE COMPANY (ALL SUCH EXPENSES BEING HEREIN CALLED "REGISTRATION EXPENSES"),
SHALL BE BORNE BY THE COMPANY AS PROVIDED IN THIS AGREEMENT, EXCEPT THAT THE
COMPANY SHALL, IN ANY EVENT, PAY ITS INTERNAL EXPENSES (INCLUDING, WITHOUT
LIMITATION, ALL SALARIES AND EXPENSES OF ITS OFFICERS AND EMPLOYEES PERFORMING
LEGAL OR ACCOUNTING DUTIES), THE EXPENSE OF ANY ANNUAL AUDIT OR QUARTERLY
REVIEW, THE EXPENSE OF ANY LIABILITY INSURANCE WHICH THE COMPANY HAS AGREED TO
OBTAIN IN ITS REASONABLE DISCRETION AND THE EXPENSES AND FEES FOR LISTING THE
SECURITIES TO BE REGISTERED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR
SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED OR ON THE NASD AUTOMATED
QUOTATION SYSTEM.
(B)
IN CONNECTION WITH EACH DEMAND REGISTRATION AND EACH PIGGYBACK
REGISTRATION, THE COMPANY SHALL REIMBURSE THE HOLDERS OF REGISTRABLE SECURITIES
INCLUDED IN SUCH REGISTRATION FOR THE REASONABLE FEES AND DISBURSEMENTS OF ONE
COUNSEL CHOSEN BY THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES
INCLUDED IN SUCH REGISTRATION FOR WORK CUSTOMARILY PERFORMED BY COUNSEL FOR
SELLING SHAREHOLDERS.
(C)
TO THE EXTENT ANY EXPENSES RELATING TO A REGISTRATION HEREUNDER ARE NOT
REQUIRED TO BE PAID BY THE COMPANY, EACH HOLDER OF SECURITIES INCLUDED IN ANY
REGISTRATION HEREUNDER SHALL PAY THOSE EXPENSES ALLOCABLE TO THE REGISTRATION OF
SUCH HOLDER'S SECURITIES SO INCLUDED, AND ANY EXPENSES NOT SO ALLOCABLE SHALL BE
BORNE BY ALL SELLERS OF SECURITIES INCLUDED IN SUCH REGISTRATION IN PROPORTION
TO THE AGGREGATE SELLING PRICE OF THE SECURITIES TO BE SO REGISTERED.
(D)
ANY OBLIGATION TO PAY REGISTRATION EXPENSES OR OTHER EXPENSES PROVIDED FOR
IN THIS AGREEMENT SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
6.
Indemnification.
(A)
THE COMPANY AGREES TO INDEMNIFY, TO THE EXTENT PERMITTED BY LAW, EACH
HOLDER OF REGISTRABLE SECURITIES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
AFFILIATES AND EACH PERSON WHO CONTROLS SUCH HOLDER (WITHIN THE MEANING OF THE
SECURITIES ACT AND THE SECURITIES EXCHANGE ACT) AGAINST ALL LOSSES, CLAIMS,
ACTIONS, DAMAGES, LIABILITIES AND EXPENSES CAUSED BY (I) ANY UNTRUE OR ALLEGED
UNTRUE STATEMENT OF MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT,
PROSPECTUS OR PRELIMINARY PROSPECTUS OR ANY AMENDMENT THEREOF OR SUPPLEMENT
THERETO OR ANY OMISSION OR ALLEGED OMISSION OF A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING OR
(II) ANY VIOLATION BY THE COMPANY OF ANY RULE OR REGULATION PROMULGATED UNDER
THE SECURITIES ACT APPLICABLE TO THE COMPANY AND RELATING TO ACTION OR INACTION
REQUIRED OF THE COMPANY IN CONNECTION WITH ANY SUCH REGISTRATION, QUALIFICATION
OR COMPLIANCE, AND TO PAY TO EACH HOLDER OF REGISTRABLE SECURITIES, ITS OFFICERS
AND DIRECTORS AND EACH PERSON WHO CONTROLS SUCH HOLDER (WITHIN THE MEANING OF
THE SECURITIES ACT), AS INCURRED, ANY LEGAL AND ANY OTHER EXPENSES REASONABLY
INCURRED IN CONNECTION WITH INVESTIGATING, PREPARING OR DEFENDING ANY SUCH
CLAIM, LOSS, DAMAGE, LIABILITY OR ACTION, EXCEPT INSOFAR AS THE SAME ARE
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CAUSED BY OR CONTAINED IN ANY INFORMATION FURNISHED IN WRITING TO THE COMPANY BY
SUCH HOLDER EXPRESSLY FOR USE THEREIN OR BY