EXHIBIT 4.7 SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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EXHIBIT 4.7

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is made

as of January 22 2003, by and among CAPELLA EDUCATION COMPANY, a Minnesota

corporation (the "Company"), JOSEPH GAYLORD, a resident of Minnesota, and the

INVESTORS LISTED ON SCHEDULE 1 attached hereto (collectively, the "Investors"

and each an "Investor"), and shall supersede and replace that certain Amended

and Restated Investor Rights Agreement dated February 21, 2002 by and among the

Company, Joseph Gaylord and the Investors listed on Schedule 1 attached thereto

(collectively, the "Prior Investors") (the "Prior Investor Rights Agreement")

and be effective as of the date of this Agreement. The Prior Investor Rights

Agreement is hereby cancelled and terminated in its entirety and shall be of no

further force and effect.

RECITALS

A. The Company proposes to sell and issue up to 683,452.20 shares

(the "Class G Preferred Shares") of its Class G Convertible Preferred Stock (the

"Class G Preferred") pursuant to that certain Maveron Class G Convertible

Preferred Stock Purchase Agreement dated January 15, 2003 (the "Class G Purchase

Agreement") to certain purchasers (the "Class G Purchasers").

B. The Company sold and issued 1,425,457 shares (the "Class F

Preferred Shares") of its Class F Preferred Convertible Preferred Stock (the

"Class F Preferred") pursuant to that certain Class F Convertible Preferred

Stock Purchase Agreement dated January 31, 2002 (the "Class F Purchase

Agreement") to certain purchasers.

C. Equity-VII, MBO-VIII, Putnam, Think Equity Investment Partners

LLC, DRW Venture Partners LP, Joseph Gaylord, the Management Investors listed on

Schedule 1.1 to the Class F Purchase Agreement and the S. Joshua and Teresa D.

Lewis Issue Trust (collectively referred to as the "Class F Investors") have

entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which

the Class F Investors agree to exchange (the "Exchange") each of the outstanding

shares of Class F Preferred held by such investor for shares of Class G

Preferred.

D. The Investors which are parties to the Class G Purchase Agreement

have requested that the Company grant to them certain rights as set forth below.

E. The execution and delivery of this Agreement by each Investor is

a condition to the purchase of the Class G Preferred by the Class G Purchasers

and to the Exchange.

F. The Investors desire that the Class G Purchasers consummate the

purchase of Class G Preferred contemplated by the Class G Purchase Agreement and

that the Class F Investors consummate the Exchange and are willing to enter into

this Agreement as an

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inducement to the Class G Purchasers to complete the purchase of the Class G

Preferred and the Class F Investors to consummate the Exchange.

AGREEMENT

In consideration of the premises hereof, the mutual promises made

herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties agree as follows:

1. REGISTRATION RIGHTS.

1.1. Certain Definitions. As used in this Section 1 and elsewhere in

this Agreement, the following terms shall have the following respective

meanings:

"Board" means the Company's board of directors, as it may exist from time

to time.

"Class E Purchase Agreement" means the Class E Convertible Preferred Stock

Purchase Agreement, dated as of April 20, 2000, by and among the Company,

Equity-VI and SmartForce plc.

"Commission" means the Securities and Exchange Commission, or any other

federal agency at the time administering the Securities Act (as defined below).

"Common Stock" means the Company's common stock $.10 par value per share,

and any stock or equity security issued in exchange or substitution therefor or

into which such Common Stock may change after the date hereof.

"Conversion Shares" means shares of Common Stock issued or issuable upon

conversion of the Shares.

"Equity-VI" means Forstmann Little & Co. Equity Partnership-VI, L.P., a

Delaware limited partnership.

"Equity-VII" means Forstmann Little & Co. Equity Partnership-VII, L.P., a

Delaware limited partnership.

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

any similar federal statute, and the rules and regulations of the Commission

issued under such Act, as they each may, from time to time, be in effect.

"Forstmann Little Entities" means the collective reference to Equity-VI,

Equity-VII and MBO-VIII.

"Initial Public Offering" means the initial public offering by the Company

of its Common Stock which is registered with the Commission under the provisions

of the Securities Act.

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"Maveron Entities" means the collective reference to Maveron Equity

Partners 2000, L.P., Maveron Equity Partners 2000-B, L.P. and MEP 2000

Associates LLC.

"MBO-VIII" means Forstmann Little & Co. Subordinated Debt and Equity

Management Buyout Partnership-VIII, L.P., a Delaware limited partnership.

"Putnam" means the collective reference to those certain funds and

accounts managed by affiliates of Putnam Investments, LLC, a Delaware limited

liability company, that are listed on Schedule 1 hereto.

"Qualified Public Offering" means the underwritten public offering meeting

the requirements for automatic conversion of Class G Preferred set forth in

Section 6(b) of the Certificate of Designation for the Class G Preferred (the

"Class G Certificate"), as filed with the Secretary of State of Minnesota.

"Registration Statement" means a registration statement filed by the

Company with the Commission for a public offering and sale of securities of the

Company (other than a registration statement on Form S-8 or Form S-4, or their

successors, or any other similar form, or any registration statement covering

only securities proposed to be issued in exchange for securities or assets of

another corporation).

"Registrable Shares" means (a) any Conversion Shares, (b) any shares of

Common Stock acquired by the Stockholders pursuant to any preemptive right they

have by virtue of owning the Shares or Conversion Shares, and (c) any other

shares of Common Stock issued in respect of the shares of Common Stock described

in subparagraphs (a) and (b) above (because of stock splits, stock dividends,

reclassifications, recapitalizations, or similar events); provided, however,

that shares of Common Stock which are Registrable Shares shall cease to be

Registrable Shares upon any public sale pursuant to a Registration Statement,

Section 4(1) of the Securities Act, or Rule 144 under the Securities Act, or

such time as they shall be eligible for sale under Rule 144(k), as to any

original Investor hereunder, or, as to any other Stockholder, Rule 144 without

limitation as to volume, or any sale or transfer in any manner to a person or

entity which, by virtue of Section 1.13 of this Agreement, is not entitled to

the rights provided by this Section 1.

"Registration Expenses" means the expenses described in Section 1.6.

"Securities Act" means the Securities Act of 1933, as amended, or any

similar federal statute, and the rules and regulations of the Commission issued

under such Act, as they each may, from time to time, be in effect.

"Shares" means the collective reference to the Company's Class E Preferred

Stock, par value $.01 per share (the "Class E Preferred"), the Class G Preferred

and all shares of capital stock of the Company issued in exchange or

substitution for or in respect of the Class E Preferred or the Class G

Preferred.

"Stockholders" means the Investors and any persons or entities to whom the

rights granted under this Section 1 are transferred pursuant to Section 1.13

hereof.

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1.2. Sale or Transfer of Shares; Legend.

(a) Restriction. The Shares and the Registrable Shares and shares

issued in respect of the Shares or the Registrable Shares shall not be sold or

transferred unless such sale or transfer is made in accordance with the Third

Amended and Restated Co-Sale and Board Representation Agreement of even date

herewith to which any Stockholder who proposes to make such transfer is a party

(the "Co-Sale Agreement") and either (i) they first shall have been registered

under the Securities Act and under any applicable state securities or blue sky

laws or sold pursuant to Rule 144 under the Securities Act or (ii) the Company

first shall have been furnished with an opinion of legal counsel, reasonably

satisfactory to the Company, to the effect that such sale or transfer is exempt

from such registration requirements.

(b) Legend. Each certificate representing the Shares and the

Registrable Shares and shares issued in respect of the Shares or the Registrable

Shares shall bear a legend substantially in the following form:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE

SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE

TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE

REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN

OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT

THAT SUCH REGISTRATION IS NOT REQUIRED."

The foregoing legend shall be removed from the certificates representing

any Registrable Shares, at the request of the holder thereof, at such time as

they become eligible for resale pursuant to Rule 144(k) under the Securities

Act.

1.3. Required Registrations.

(a) On Demand. Subject to Section 1.3(d), at any time after the end

of the six-month period commencing upon the consummation of the Initial Public

Offering pursuant to a Registration Statement, each of (i) Putnam, (ii)

Equity-VII and MBO-VIII, (iii) the Maveron Entities, and (iv) a Stockholder or

Stockholders holding in the aggregate at least 10% of the Registrable Shares

originally issued pursuant to the Class E Purchase Agreement, may request, in

writing, that the Company effect the registration on Form S-1 (or any successor

form), including by means of a shelf registration pursuant to Rule 415, of

Registrable Shares owned by such Stockholder or Stockholders having an aggregate

offering price of at least $1 million (based on the then current market price or

fair value). If the holder or holders initiating the registration intend to

distribute the Registrable Shares by means of an underwriting, such holder or

holders shall so advise the Company in their request of such intention and of

their selection of an underwriter (which selection shall be made by a majority

in interest of the holders initiating the registration and subject to the

consent of the Company, which consent shall not be unreasonably withheld). In

the event such registration is underwritten, the right of other Stockholders to

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participate shall be conditioned on such Stockholders' participation in such

underwriting. Upon receipt of any such request, the Company shall promptly give

written notice of such proposed registration to all Stockholders (other than

Putnam, in which case the Company will not give such prior notice and as a

substitute for such prior notice will either: (a) issue a press release

conforming with Rule 135 under Securities Act describing such proposed

registration or (b) provide notice upon the initial filing of a registration

statement to effect such registration request and, if requested by Putnam within

three days after receipt of such notice, agree to amend any registration

statement to effect such registration request to include such amount of

Registrable Shares as Putnam desires to include in such Registration, subject to

Section 1.3(c) below). Such Stockholders shall have the right, by giving written

notice to the Company within 10 days after the Company provides its notice (or,

in the case of Putnam, within three days after the issuance of the Company press

release or three days after receipt of the notice after filing of the

registration statement as described above) to elect to have included in such

registration such of their Registrable Shares as they may request in such notice

of election. Thereupon, the Company shall, as expeditiously as possible, use its

best efforts to effect the registration of all Registrable Shares which the

Company has been requested to so register.

(b) Short Form Registration. Subject to Section 1.3(d), at any time

after the Company becomes eligible to file a Registration Statement on Form S-3

(or any successor form relating to secondary offerings), a Stockholder or

Stockholders holding in the aggregate (i) at least 15% of the Registrable Shares

originally issued pursuant to the Class G Purchase Agreement and the Exchange

Agreement, or (ii) at least 10% of the Registrable Shares originally issued

pursuant to the Class E Purchase Agreement, may request the Company, in writing,

to effect the registration on Form S-3 (or such successor form) including by

means of shelf registration pursuant to Rule 415, of Registrable Shares having

an aggregate offering price of at least $1 million (based on the current public

market price). Upon receipt of any such request, the Company shall promptly give

written notice of such proposed registration to all Stockholders (other than

Putnam, in which case the Company will not give such prior notice and as a

substitute for such prior notice will either: (a) issue a press release

conforming with Rule 135 under Securities Act describing such proposed

registration or (b) provide notice upon the initial filing of a registration

statement to effect a Registration Request and, if requested by Putnam within

three days after receipt of such notice, agree to amend any registration

statement to effect such registration request to include such amount of

Registrable Shares as Putnam desires to include in such Registration, subject to

Section 1.3(c) below). Such Stockholders shall have the right, by giving written

notice to the Company within 30 days after the Company provides its notice (or,

in the case of Putnam, within three days after the issuance of the Company press

release or three days after receipt of the notice after filing of the

registration statement as described above) to elect to have included in such

registration such of their Registrable Shares as such Stockholders may request

in such notice of election. Thereupon, the Company shall, as expeditiously as

possible, use its best efforts to effect the registration of all Registrable

Shares which the Company has been requested to register.

(c) Underwriter's Cut-back. If, in the good faith judgment of the

managing underwriter of any underwritten offering undertaken under this Section

1.3, the registration of all of the Registrable Shares which holders have

requested to be included in a registration under this Section 1.3 would

materially and adversely affect such public offering, then there shall be

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included in the underwriting only that number of Registrable Shares which the

underwriter believes may be sold without causing such material adverse effect.

If the number of Registrable Shares to be included in the underwriting in

accordance with the foregoing is less than the total number of shares which the

holders of Registrable Shares have requested to be included, then the

Stockholders shall be entitled to participate on a pro rata basis based on the

number of shares included in the request for registration including shares of

the demanding party. The Company and any other Company stockholders that have

not expressly been given pari passu or senior rights of participation in

accordance with Section 1.11 hereof shall have no right to participate in that

event, without the consent of the holders of at least a majority of the

Registrable Shares participating in such offering.

(d) Number and Timing Limitations. The Company shall not be required

to effect more than: (A) one registration pursuant to clause (i) of the first

sentence of Section 1.3(a), (B) one registration pursuant to clause (ii) of the

first sentence of Section 1.3(a), (C) one registration pursuant to clause (iii)

of the first sentence of Section 1.3(a), (D) two registrations pursuant to

clause (iv) of the first sentence of Section 1.3(a), (E) three registrations

pursuant to clause (i) of the first sentence of Section 1.3(b) and (F) three

registrations pursuant to clause (ii) of the first sentence of Section 1.3(b).

(e) Delay by Company. The Company shall be entitled to (x) postpone

the filing of any Registration Statement otherwise required to be prepared and

filed by the Company pursuant to this Section 1.3 (and may suspend the

completion of any requested registration pursuant to this Section 1.3 which has

been initiated so long as the Registration Statement has not yet been declared

effective) for a reasonable period of time, but not in excess of 60 consecutive

days (a "Delay Period") or (y) suspend the use of any effective Registration

Statement under this Section 1.3 for a reasonable period of time, but not in

excess of 60 consecutive days (a "Suspension Period") if (i) such postponement

or suspension is required by applicable law arising from events outside of the

control of the Company or (ii) the Company determines that in its reasonable

good faith judgment the registration and distribution of the Registrable Shares

covered or to be covered by such Registration Statement would interfere with any

pending material financing, acquisition, corporate reorganization or business

combination, involving the Company or any of its subsidiaries or would require

premature disclosure thereof and promptly gives such Stockholder written notice

of such determination (setting forth in reasonable detail the facts and

circumstances resulting in such delay where such detail would not otherwise

require such premature disclosure), and an approximation of the period of the

anticipated delay or suspension; provided, however, that (i) the aggregate

number of days included in all Delay Periods or Suspension Periods during any

consecutive 12 months shall not exceed 90 days and (ii) the Company may not

delay or suspend any registration more than one time in any 12-month period.

(f) Right to Withdraw. In the event that the holders initiating a

registration pursuant to Section 1.3 determine for any reason not to proceed

with a registration at any time before the Registration Statement has been

declared effective by the Commission, and such Registration Statement, if

theretofore filed with the Commission, is withdrawn with respect to the

Registrable Shares covered thereby, and the holders agree to bear their own

expenses incurred in connection therewith and to reimburse the Company for the

expenses incurred by it

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attributable to registration of such Registrable Shares, then such holders shall

not be deemed to have exercised their right to require the Company to register

Registrable Shares pursuant to Section 1.3. If a Registration Statement filed by

the Company pursuant to Section 1.3 is withdrawn at the initiative of the

Company, then the holders initiating such registration shall not be deemed to

have exercised their right to require the Company to register Registrable Shares

pursuant to Section 1.3. If a registration is prohibited from becoming or

remaining effective so as to permit the sale of Registrable Shares proposed to

be sold by any stop order, injunction or other order or requirement of the

Commission or any other governmental authority, such registration shall be

deemed not to have been effected unless such stop order, injunction or other

order shall subsequently have been vacated or otherwise removed.

1.4. Incidental Registration.

(a) Notice by Company. Whenever the Company proposes at any time

from time to time to file (including without limitation upon a Qualified Public

Offering) a Registration Statement (other than pursuant to Section 1.3) that

contemplates the sale of Common Stock, it will, prior to such filing, give

written notice to all Stockholders of its intention to do (other than Putnam, in

which case the Company will not give such prior notice and as a substitute for

such prior notice will either: (a) issue a press release conforming with Rule

135 under Securities Act describing such proposed registration or (b) provide

notice upon the initial filing of the Registration Statement and, if requested

by Putnam within three days after receipt of such notice, agree to amend any

registration statement to effect such registration request to include such

amount of Registrable Shares as Putnam desires to include in such registration,

subject to Section 1.4(b) below) and, upon the written request of the

Stockholders given within 10 days after the Company provides such notice (or, in

the case of Putnam, given within three days after the issuance of the Company

press release or three days after receipt of the notice after filing of the

registration statement as described above) the Company shall use its best

efforts to cause all Registrable Shares which the Company has been requested by

such Stockholders to register to be registered under the Securities Act to the

extent necessary to permit their sale or other disposition in accordance with

the intended methods of distribution specified in the request of the

Stockholders; provided, however, that the Company shall have the right to

postpone or withdraw any registration proposed pursuant to this subsection

1.4(a) without obligation to any Stockholder.

(b) Underwriter's Cut-back. In connection with any offering under

subsection 1.4(a) involving an underwriting, the Company shall not be required

to include any Registrable Shares in such underwriting unless the holders

thereof accept the terms of the underwriting as agreed upon between the Company

and the underwriters selected by it, and then only in such quantity as will not,

in the opinion of the underwriters, jeopardize the success of the offering by

the Company. If in the good faith judgment of the managing underwriter the

registration of all, or part of, the Registrable Shares which the holders have

requested to be included would materially and adversely affect such public

offering, then the Company shall be required to include in the underwriting only

that number of Registrable Shares, if any, which the managing underwriter

believes may be sold without causing such material adverse effect. If the number

of Registrable Shares to be included in the underwriting in accordance with the

foregoing is less than the total number of shares which the holders of

Registrable Shares have requested to be

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included, then, (A) in the case of a Registration Statement whose filing was

initiated by the Company, the Registrable Shares to be included in such

underwriting shall be allocated (x) first to the Company and (y) second among

the Stockholders who have requested registration on a pro rata basis based on

the number of shares included in the request for registration and (B) in the

case of a Registration Statement whose filing was initiated by a selling

stockholder, the Registrable Shares to be included in such underwriting shall be

allocated among the Stockholders who have requested registration on a pro rata

basis based on the number of shares included in the request for registration.

The Company (in the case of a Registration Statement whose filing was initiated

by a selling stockholder) and any other Company stockholders (in the case of a

Registration Statement whose filing was initiated by the Company or by a selling

stockholder) shall have no right to participate in that event, without the

consent of the holders of at least a majority of the Registrable Shares

participating in such offering, unless otherwise approved in accordance with

Section 1.11.

1.5. Registration Procedures. If and whenever the Company is

required by the provisions of this Agreement to use best efforts to effect the

registration of any of the Registrable Shares under the Securities Act, the

Company shall:

(a) Filing. Prepare and file with the Commission, as promptly as

practicable, a Registration Statement with respect to such securities and use

its best efforts to cause such Registration Statement to become and remain

continuously effective until the earlier to occur of 180 days from the effective

date or the distribution described in the Registration Statement has been

completed; provided that before filing a Registration Statement or prospectus or

any amendments or supplements thereto, the Company shall furnish copies thereof

to the holders' counsel and, in an underwritten offering, to counsel for the

underwriters. A registration pursuant to Section 1.3 shall be effected pursuant

to Rule 415 (or any similar provision then in force) under the Securities Act,

to the extent the Company is eligible therefor, if the manner of distribution

contemplated by the holders participating in such registration shall include an

offering on a delayed or continuous basis and, notwithstanding anything to the

contrary in this Section 1.5(a), the Company shall use its best efforts to cause

such Registration Statement to become and remain continuously effective until

the earlier to occur of 365 days from the effective date or the distribution

described in the Registration Statement has been completed;

(b) Amendments. As expeditiously as possible prepare and file with

the Commission any amendments and supplements to the Registration Statement and

the prospectus included in the Registration Statement as may be necessary to

keep the Registration Statement effective as set forth in 1.5(a);

(c) Furnish Copies. As expeditiously as possible furnish to each

selling Stockholder and to any underwriters participating in such registration

such reasonable numbers of copies of the prospectus, including a preliminary

prospectus, in conformity with the requirements of the Securities Act, and such

other documents as the selling Stockholder may reasonably request in order to

facilitate the public sale or other disposition of the Registrable Shares owned

by the selling Stockholder. The Company shall furnish to each holder

participating in such registration drafts of the Registration Statement and the

prospectus and each

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amendment thereof or supplement thereto for its timely review prior to the

filing thereof with the Commission;

(d) Blue Sky Registration. As expeditiously as possible use its best

efforts to register or qualify the Registrable Shares covered by the

Registration Statement under the securities or blue sky laws of such states as

the selling Stockholders shall reasonably request, and do any and all other acts

and things that may be necessary or desirable to enable the selling Stockholders

to consummate the public sale or other disposition within such states of the

Registrable Shares owned by the selling Stockholders; provided, however, that

the Company shall not be required in connection with this paragraph (d) to

qualify as a foreign corporation in any jurisdiction, execute a general consent

to service of process in any jurisdiction, or subject itself to taxation in any

jurisdiction;

(e) List on Exchange. Use best efforts to cause the Registrable

Shares to be listed on the principal securities exchange on which similar

securities of the Company are then listed, if any, if the listing of such shares

is then permitted under the rules of such exchange, provide a transfer agent,

and register a CUSIP number for all Registrable Shares not later than the

effective date of the Registration Statement;

(f) Customary Agreements. Enter into such customary agreements

(including an underwriting agreement in customary form) and take all such other

actions as the Stockholders may reasonably request in order to expedite or

facilitate the disposition of such Registrable Shares;

(g) Inspection. Subject to appropriate arrangements concerning

confidentiality, make available for inspection by the Stockholders, any

underwriter participating in any disposition pursuant to such Registration

Statement, and any attorney, accountant or other agent retained by any such

seller or underwriter (collectively, the "Inspectors"), all financial and other

records, pertinent corporate documents and properties of the Company as shall be

necessary to enable them to exercise their due diligence responsibility, and

cause the Company's officers, directors and employees to supply all information

requested by any such Inspector in connection with such Registration Statement;

(h) Securities Act Compliance. Otherwise comply with all applicable

rules and regulations of the Commission, and make available to the Stockholders,

as soon as reasonably practicable, an earnings statement covering a period of 12

months, beginning within three months after the effective date of the

Registration Statement, which earnings statement shall satisfy the provisions of

Section 11(a) of the Securities Act and Rule 158 thereunder;

(i) Road Shows. At the request and expense (if the Company is not

otherwise a participant in the offering) of any stockholder or underwriter

participating in any disposition pursuant to a Registration Statement, cause its

officers to use their reasonable best efforts to support the marketing of the

Registrable Shares covered by the Registration Statement (including, without

limitation, the participation in "road shows," at the request of the managing

underwriter) taking into account the Company's business needs;

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(j) Amendments. Notify each selling Stockholder promptly of any

request by the Commission for the amending or supplementing of such Registration

Statement or prospectus or for additional information; prepare and file with the

Commission, promptly upon the request of any selling Stockholder, any amendments

or supplements to such Registration Statement or prospectus which, in the

opinion of counsel for such holders (and concurred in by the Company and counsel

for the Company), is required under the Securities Act or the rules and

regulations thereunder in connection with the distribution of the Registrable

Shares by such holder; and prepare and promptly file with the Commission and

promptly notify each selling Stockholder of the filing of such amendment or

supplement to such Registration Statement or prospectus as may be necessary to

correct any statements or omissions if, at the time when a prospectus relating

to such securities is required to be delivered under the Securities Act, any

event shall have occurred as the result of which any such prospectus or any

other prospectus as then in effect would include an untrue statement of a

material fact or omit to state any material fact necessary to make the

statements therein, in the light of the circumstances in which they were made,

not misleading. The Company may determine to delay filing of any such amendment

or supplement, and request suspension by a selling Stockholder of offers and

sales pursuant to the prospectus under the circumstances contemplated by Section

1.3(e) hereof;

(k) Suspension of Effectiveness. Advise each selling Stockholder,

promptly after it receives notice or obtains knowledge thereof, of the issuance

of any stop order by the Commission suspending the effectiveness of such

Registration Statement or the initiation or threatening of any proceeding for

that purpose and promptly use its best efforts to prevent the issuance of any

stop order or to obtain its withdrawal if such stop order should be issued;

(l) Compliance. Not file any amendment or supplement to such

Registration Statement or prospectus to which a majority in interest of the

selling Stockholders shall have reaso