FORM OF SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Ex. 99.1

[FORM OF] SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

GOAMERICA, INC.

Dated as of ______________, 200__

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TABLE OF CONTENTS

Page

1. DEMAND REGISTRATIONS.....................................................1

1.1. Requests for Registration.........................................1

1.2. Demand Notice.....................................................2

1.3. Demand Registration Expenses......................................2

1.4. Short-Form Registrations..........................................2

1.5. Priority on Demand Registrations..................................3

1.6. Restrictions on Demand Registrations..............................3

1.7. Selection of Underwriters.........................................4

1.8. Other Registration Rights.........................................4

2. PIGGYBACK REGISTRATIONS..................................................4

2.1. Right to Piggyback................................................4

2.2. Piggyback Expenses................................................4

2.3. Priority on Primary Registrations.................................5

2.4. Priority on Secondary Registrations...............................5

3. REGISTRATION GENERALLY...................................................6

3.1. Registration Procedures...........................................6

3.2. Registration Expenses............................................10

3.3. Participation in Underwritten Offerings..........................11

3.4. Holdback Agreements..............................................11

3.4.1. Securityholder Holdback..............................11

3.4.2. Company Holdback.....................................12

3.5. Current Public Information.......................................12

4. REGISTRATION INDEMNIFICATION............................................13

4.1. Indemnification by the Company...................................13

4.2. Indemnification by Holders of Registrable Securities.............13

4.3. Procedure........................................................14

4.4. Entry of Judgment; Settlement....................................14

4.5. Contribution.....................................................14

4.6. Other Rights.....................................................15

5. TRANSFER RESTRICTiONS...................................................15

5.1. General Transfer Restrictions....................................15

5.2. Restrictions on Transfer.........................................16

5.2.1. Private Transfers....................................16

5.2.2. Public Transfers.....................................16

5.2.3. Pledge of Shares.....................................16

5.3. Automatic Conversion Upon Certain Transfers......................16

5.3.1. Transfers by Holders of Series A Preferred

Stock other than Clearlake Investors.................16

5.3.2. Transfers by Clearlake Investors.....................16

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5.3.3. No Additional Action Required........................17

5.4. Stop Transfer Instructions.......................................17

6. PREEMPTIVE RIGHTS.......................................................17

6.1. Offering.........................................................17

6.2. Expiration of Subscription Period................................18

6.3. New Securities...................................................18

7. INFORMATION RIGHTS......................................................19

8. STOCKHOLDER AGREEMENTS..................................................19

8.1. Board Composition................................................19

8.2. Amendment to the Certificate of Incorporation....................20

8.3. No Company Obligations...........................................20

9. EXPENSES................................................................20

10. DEFINITIONS.............................................................20

11. MISCELLANEOUS...........................................................24

11.1. No Inconsistent Agreements.......................................24

11.2. Remedies.........................................................24

11.3. Amendment and Waiver.............................................24

11.4. Successors and Assigns; Transferees..............................25

11.5. Severability.....................................................26

11.6. Counterparts.....................................................26

11.7. Descriptive Headings.............................................26

11.8. Notices..........................................................26

11.9. Delivery by Facsimile............................................27

11.10. Governing Law....................................................27

11.11. Jurisdiction; Submission to Jurisdiction; Waivers................27

11.12. Waiver of Jury Trial.............................................27

11.13. Termination......................................................28

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SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This Second Amended and Restated Investor Rights Agreement (this

"Agreement") is made as of ____________, 200__ (the "Effective Date") by and

among:

(i) GoAmerica, Inc., a Delaware corporation (together with its

successors and permitted assigns, the "Company");

(ii) Each of the shareholders of the Company listed on Schedule A to this

Agreement and their Permitted Transferees under this Agreement (each

a "Clearlake Investor" and, collectively the "Clearlake Investors");

(iii) Each of the shareholders of the Company listed on Schedule B to this

Agreement (each a "HOVRS Party" and, collectively the "HOVRS

Parties"); and

(iv) such other Persons, if any, that from time to time become parties

hereto pursuant to Section 11.4 hereof (collectively, together with

the Clearlake Investors, the "Investors").

RECITALS

WHEREAS, the Company and the Clearlake Investors are parties to that

certain Stock Purchase Agreement dated as of August 1, 2007 (the "Initial Stock

Purchase Agreement"), pursuant to which the Company issued to the Clearlake

Investors 290,135 shares of Series A Preferred Stock of the Company, par value

$.01 per share.

WHEREAS, the Company and the Clearlake Investors are parties to that

certain Amended and Restated Stock Purchase Agreement dated as of September 12,

2007 (the "Acquisition Stock Purchase Agreement" and, collectively with the

Initial Stock Purchase Agreement, the "Clearlake Stock Purchase Agreements"),

pursuant to which the Company has agreed to sell to the Clearlake Investors,

subject to the satisfaction or waiver of the conditions specified therein,

7,446,809 additional shares of Series A Preferred Stock of the Company.

WHEREAS, the parties hereto desire to enter into this Agreement to provide

for the investor and governance rights set forth herein. Unless otherwise noted

in this Agreement, capitalized terms used herein shall have the meanings set

forth in Section 10.

AGREEMENT

NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

1. DEMAND REGISTRATIONS.

1.1. Requests for Registration. At any time a Clearlake Investor may

initiate the registration of Common Stock to be sold in a Public Offering (a

"Demand Registration"). Subject to the other provisions of this Section 1, a

Clearlake Investor may initiate (on behalf of itself, any of its Affiliates and

other holders of Registrable Securities) three (3) registrations of all or part

of their Registrable Securities on Form S-1 or any similar or successor

long-form

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registration ("Long-Form Registrations"), and, if the Company is eligible to

utilize a registration statement on Form S-3 for resales by selling

stockholders, an unlimited (but no more than two such registrations in any

twelve month period) number of registrations of all or part of their Registrable

Securities on Form S-3 or any similar or successor short-form registration

("Short-Form Registrations"); provided in each case that the aggregate gross

offering price of the Registrable Securities requested to be registered in any

Long Form Registration pursuant to this Section must be at least $5,000,000

unless the Registrable Securities requested to be registered constitute all of

the Registrable Securities then held by such Clearlake Investor and its

Affiliates; and provided, further, that the Company shall have no liability to

any Investor or HOVRS Party with respect to any conditions that the Securities

and Exchange Commission may impose with respect to any such registration,

including any conditions that the Securities and Exchange Commission may impose

upon the utilization of Rule 415 in connection with any such registration.

1.2. Demand Notice. All requests for Demand Registrations shall be made by

giving written notice to the Company (a "Demand Notice"). Each Demand Notice

shall specify the approximate number of Registrable Securities requested to be

registered. Within ten (10) days after receipt of any such Demand Notice, the

Company will give written notice of such requested registration to (i) all other

holders of Registrable Securities and (ii) to all Holders under and as defined

in that certain Lock-Up and Registration Rights Agreement, dated as of ________,

200_, by and among the Company and certain of the HOVRS Parties (the "HOVRS

Registration Rights Agreement" and each such Holder, a "HOVRS Holder"), and,

subject to Section 1.5, the Company will use its commercially reasonable efforts

to include in such registration (and in all related registrations and

qualifications under blue sky laws or in compliance with other registration

requirements and in any related underwriting) all Registrable Securities and all

Registrable Securities under and as defined in the HOVRS Registration Rights

Agreement ("HOVRS Registrable Securities") with respect to which the Company has

received written requests for inclusion therein within 15 days after the

delivery of the Company's notice.

1.3. Demand Registration Expenses. The Company will pay all Registration

Expenses in connection with any registration initiated as a Demand Registration,

whether or not it has become effective.

1.4. Short-Form Registrations. Subject to the qualifications set forth

herein and subject to any limitations that the Securities and Exchange

Commission may impose, (i) Demand Registrations will be Short-Form Registrations

whenever the Company is permitted to use any applicable short-form (unless the

managing underwriter(s) of such offering requests the Company to use a Long-Form

Registration in order to sell all of the Registrable Securities and HOVRS

Registrable Securities requested to be sold) and (ii) the Clearlake Investors

may, in connection with any Demand Registration requested by such holders that

is a Short-Form Registration, require the Company to use its commercially

reasonable efforts to file such Short-Form Registration with the Securities and

Exchange Commission in accordance with and pursuant to Rule 415 under the

Securities Act (or any successor rule then in effect) including, if the Company

is then eligible, as an automatic shelf registration statement (any such

Short-Form Registration, a "Shelf Registration"). Notwithstanding anything in

this Agreement to the contrary, if the Securities and Exchange Commission

refuses to declare a registration statement filed pursuant to this Agreement

effective as a valid secondary offering under Rule 415 due to

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the number of Registrable Securities and HOVRS Registrable Securities included

in such registration statement relative to the number of shares of Common Stock

outstanding or the number of outstanding shares of Common Stock held by

non-affiliates or for any other reason, then, without any liability under this

Agreement or any further obligation to register such excess Registrable

Securities and HOVRS Registrable Securities, the Company shall be permitted to

reduce the number of Registrable Securities and HOVRS Registrable Securities

included in such registration statement (pro rata, based on the number of shares

requested to be registered, among the holders of such Registrable Securities and

HOVRS Registrable Securities) to an amount that does not exceed an amount that

the Securities and Exchange Commission allows for the offering thereunder to

qualify as a valid secondary offering under Rule 415. The Company shall not be

liable for damages under this Agreement as to any Registrable Securities or

HOVRS Registrable Securities which are not permitted by the Securities and

Exchange Commission to be included in a registration statement due to Securities

and Exchange Commission guidance relating to Rule 415.

1.5. Priority on Demand Registrations. The Company shall not include in

any Demand Registration any securities which are not Registrable Securities or

HOVRS Registrable Securities without the prior receipt of Majority Clearlake

Investor Approval. If a Demand Registration is an underwritten offering and the

managing underwriter(s) advises the Company that in its opinion the number of

Registrable Securities and HOVRS Registrable Securities and, if permitted

hereunder, other securities, requested to be included in such offering exceeds

the number of Registrable Securities and other securities, if any, which can be

sold therein without adversely affecting the marketability of the offering, then

the Company shall include in such registration, (a) prior to the inclusion of

any securities that are not Registrable Securities or HOVRS Registrable

Securities, the number of Registrable Securities and HOVRS Registrable

Securities requested to be included in such offering that, in the opinion of

such managing underwriter, can be sold without adversely affecting the

marketability of the offering, pro rata (based on the number of shares requested

to be registered) among the respective holders thereof, provided that if the

number of securities that are Registrable Securities and HOVRS Registrable

Securities that are included in such offering are less than 75% of the number of

securities that are Registrable Securities and HOVRS Registrable Securities

requested to be included in such offering, such offering shall not count for

purposes of calculating the number of Long-Form Registrations initiated by a

Majority Clearlake Investor, and (b) only then securities that are not

Registrable Securities or HOVRS Registrable Securities, if the managing

underwriter(s) has advised that such securities may be included.

1.6. Restrictions on Demand Registrations. The Company will not be

obligated to effect any Demand Registration within 90 days after the closing of

a Public Offering (other than on Form S-4 or Form S-8 or any successor or

similar form, but including the closing of an underwritten distribution pursuant

to a Shelf Registration), except that if such Public Offering is an underwritten

offering and the managing underwriter of such Public Offering determines that a

longer period, not to exceed 180 days, is reasonably necessary in its opinion,

then such restricted period shall continue for the period designated by the

managing underwriter, provided that such period shall not extend beyond 180 days

after the closing of such Public Offering. The Company may postpone for up to 45

days (from the date of the request) the filing or the effectiveness of a

registration statement for a Demand Registration if and so long as the Company

determines that such Demand Registration would reasonably be expected to have an

adverse effect on any

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proposal or plan by the Company or any of the Subsidiaries to engage in any

acquisition or disposition of assets (other than in the ordinary course of

business) or any merger, consolidation, tender offer, registration or issuance

of securities, financing or other material transaction. The Company may not

postpone a Demand Registration more than two (2) times in any twelve-month

period.

1.7. Selection of Underwriters. The Clearlake Investor(s) selling a

majority of the Registrable Securities to be sold by all Clearlake Investors in

a Demand Registration will have the right to select the underwriter or

underwriters to administer the offering, provided that such selection will be

subject to the approval of the board of directors of the Company (the "Board"),

which approval will not be unreasonably withheld.

1.8. Other Registration Rights. The Company represents and warrants that

it is not a party to, or otherwise subject to, any other agreement granting

registration rights to any other Person with respect to any equity securities of

the Company, other than this Agreement and the HOVRS Registration Rights

Agreement. Except as provided in this Agreement, the Company shall not grant to

any Person the right to request the Company to register any equity securities of

the Company, or any securities convertible or exchangeable into or exercisable

for such securities, without Majority Clearlake Investor Approval approving the

grant of registration rights for such securities; provided that without such

approval, subject to Section 6, (a) the Company may grant rights to other

Persons to participate in Demand Registrations and Piggyback Registrations so

long as such rights are subordinate to the rights of the holders of Registrable

Securities with respect to such Demand Registrations and Piggyback

Registrations; (b) the Company may grant rights to other Persons to request

registrations so long as the holders of Registrable Securities are entitled to

participate in any such registrations with such Persons pro rata on the basis of

the number of Common Stock owned by each such holder; and (c) the Company may

enter into the HOVRS Registration Rights Agreement.

2. PIGGYBACK REGISTRATIONS.

2.1. Right to Piggyback. Whenever the Company proposes to register any of

its equity securities under the Securities Act (other than (a) pursuant to a

Demand Registration, (b) in connection with registration on Form S-4 or Form S-8

or any successor or similar form or (c) in connection with the registration of

shares on Form S-3 with respect to a dividend reinvestment plan) and the

registration form to be used may be used for the registration of Registrable

Securities (a "Piggyback Registration"), the Company will give prompt written

notice to all holders of Registrable Securities of its intention to effect such

a registration and, subject to Sections 2.3 and 2.4 below, will include in such

registration all Registrable Securities with respect to which the Company has

received written requests for inclusion therein within 15 days after the

delivery of the Company's notice. Each such Company notice shall specify the

approximate number of Company equity securities to be registered and the

anticipated per share price range for such offering.

2.2. Piggyback Expenses. The Company will pay all Registration Expenses in

connection with all Piggyback Registrations, whether or not any such

registration becomes effective.

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2.3. Priority on Primary Registrations. If a Piggyback Registration is an

underwritten primary registration on behalf of the Company and the managing

underwriter(s) advises the Company that in its opinion the number of securities

requested to be included in such registration exceeds the number which can be

sold in such offering without adversely affecting the marketability of such

offering, the Company will include in such registration: (a) first, the

securities the Company proposes to sell, (b) second, the Registrable Securities

and HOVRS Registrable Securities requested to be included in such registration,

pro rata (based on the number of shares requested to be registered) among the

holders of such Registrable Securities and HOVRS Registrable Securities, and (c)

third, but only if all of the Registrable Securities and HOVRS Registrable

Securities requested to be included in such registration are included in such

registration, the other securities requested to be included in the such

registration in the manner determined by the Company and such shareholders.

2.4. Priority on Secondary Registrations.

(a) If a Piggyback Registration is an underwritten secondary registration

on behalf of holders of HOVRS Registrable Securities, and the managing

underwriter(s) advises the Company that in its opinion the number of securities

requested to be included in such registration exceeds the number which can be

sold in such offering without adversely affecting the marketability of the

offering, the Company will include in such registration: (a) first, the

Registrable Securities and HOVRS Registrable Securities requested to be included

therein by the holders requesting registration, pro rata among the holders of

such Registrable Securities and HOVRS Registrable Securities (based on the

number of shares requested to be registered), (b) second, but only if all of the

Registrable Securities and HOVRS Registrable Securities requested to be included

in such registration are included in such registration, securities requested by

the Company to be included in such registration to the extent the managing

underwriter(s) advises the Company that such inclusion will not adversely affect

the marketability of the offering, and (c) third, but only if all of the

Registrable Securities and HOVRS Registrable Securities requested to be included

in such registration and all securities requested by the Company to be included

in such registration are included in such registration, other securities

requested to be included in such registration, pro rata among the holders of

such other securities permitted to have their securities included in such

registration on the basis of the number of shares owned by each such holder, to

the extent the managing underwriter(s) advises the Company that such inclusion

will not adversely affect the marketability of the offering.

(b) If a Piggyback Registration is an underwritten secondary registration

on behalf of holders of Company securities (other than the holders of

Registrable Securities or the holders of HOVRS Registrable Securities), and the

managing underwriter(s) advises the Company that in its opinion the number of

securities requested to be included in such registration exceeds the number

which can be sold in such offering without adversely affecting the marketability

of the offering, the Company will include in such registration: (a) first, the

securities requested to be included therein by the holders requesting

registration, (b) second, but only if all of the securities described in clause

(a) are included in such registration, securities requested by the Company to be

included in such registration, to the extent the managing underwriter(s) advises

the Company that such inclusion will not adversely affect the marketability of

the offering, and (c) third, but only if all of the securities described in

clauses (a) and (b) are included in such registration, Registrable Securities,

HOVRS Registrable Securities and other securities requested to be

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included in such registration, pro rata among the holders of such Registrable

Securities, the holders of such HOVRS Registrable Securities and the holders of

such other securities permitted to have their securities included in such

registration on the basis of the number of shares owned by each such holder, to

the extent the managing underwriter(s) advises the Company that such inclusion

will not adversely affect the marketability of the offering.

3. REGISTRATION GENERALLY.

3.1. Registration Procedures. Whenever the holders of Registrable

Securities have requested that any Registrable Securities be registered pursuant

to this Agreement, the Company will use its best efforts to effect the

registration and the sale of such Registrable Securities in accordance with the

intended method of disposition thereof and pursuant thereto the Company will as

expeditiously as reasonably practicable:

(a) prepare and (within 60 days after the end of the period

within which requests for inclusion in such registration may be

given to the Company) file with the Securities and Exchange

Commission a registration statement with respect to such Registrable

Securities and thereafter use commercially reasonable efforts to

cause such registration statement to become effective (provided that

before filing a registration statement or prospectus or any

amendments or supplements thereto, the Company will furnish to

counsel selected by the Clearlake Investors owning the Registrable

Securities to be included in any Demand Registration copies of all

such documents proposed to be filed, which documents will be subject

to review by such counsel);

(b) prepare and file with the Securities and Exchange

Commission such amendments and supplements to such registration

statement and the prospectus used in connection therewith as may be

necessary (i) to keep such registration statement effective for a

period (A) of not less than 180 days (subject to extension pursuant

to Section 3.3(b)) or, if such registration statement relates to an

underwritten offering, such longer period as in the opinion of

counsel for the underwriters a prospectus is required by law to be

delivered in connection with sales of Registrable Securities by an

underwriter or dealer, or (B) in the case of a Shelf Registration,

ending on the earliest of (I) the date on which all Registrable

Securities have been sold pursuant to the Shelf Registration or have

otherwise ceased to be Registrable Securities, (II) the second

anniversary of the effective date of such Shelf Registration, (III)

such other date determined by the Majority Clearlake Investors and

(IV) when all such Registrable Securities are freely saleable under

Rule 144(k) under the Securities Act, and (ii) to comply with the

provisions of the Securities Act with respect to the disposition of

all securities covered by such registration statement until such

time as all of such securities have been disposed of in accordance

with the intended methods of disposition by the seller or sellers

thereof set forth in such registration statement;

(c) cause (i) any issuer free writing prospectus to comply

with the information and legending requirements under paragraph (c)

of Rule 433 and to be accompanied or preceded by a statutory

prospectus to the extent required under

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Rule 433, and (ii) any free writing prospectus or issuer information

contained in a free writing prospectus required to be filed by the

Company with the Securities and Exchange Commission under paragraph

(d) under Rule 433 to be so filed in accordance with such

requirements;

(d) furnish to each seller of Registrable Securities such

number of copies of such registration statement, each amendment and

supplement thereto, in each case, to the extent not available on

EDGAR, the prospectus included in such registration statement

(including each preliminary prospectus), each free writing

prospectus used in connection with such registration, and such other

documents as such seller may reasonably request in order to

facilitate the disposition of the Registrable Securities owned by

such seller, but in all cases only if such documents are not

available on EDGAR;

(e) use its best efforts to register or qualify such

Registrable Securities under such other securities or blue sky laws

of such States as any seller reasonably requests and do any and all

other acts and things which may be reasonably necessary or advisable

to enable such seller to consummate the disposition in such

jurisdictions of the Registrable Securities owned by such seller

(provided that the Company will not be required to (i) qualify

generally to do business in any jurisdiction where it would not

otherwise be required to qualify but for this subsection, (ii)

subject itself to taxation in respect of doing business in any such

jurisdiction or (iii) consent to general service of process in any

such jurisdiction);

(f) promptly notify each seller of such Registrable

Securities, at any time when a prospectus relating thereto is

required to be delivered under the Securities Act, upon discovery

that, or upon the discovery of the happening of any event as a

result of which, the prospectus included in such registration

statement contains an untrue statement of a material fact or omits

any fact necessary to make the statements therein not misleading in

the light of the circumstances under which they were made, and, at

the request of any such seller, the Company will prepare and furnish

to such seller a reasonable number of copies of a supplement or

amendment to such prospectus so that, as thereafter delivered to the

prospective purchasers of such Registrable Securities, such

prospectus will not contain an untrue statement of a material fact

or omit to state any fact necessary to make the statements therein

not misleading in the light of the circumstances under which they

were made;

(g) use best efforts to cause all such Registrable Securities

to be listed on each securities exchange or market system on which

similar securities issued by the Company are then listed and, if not

so listed, to be listed on the NASD automated quotation system and,

if listed on the NASD automated quotation system, use commercially

reasonable efforts to secure designation of all such Registrable

Securities covered by such registration statement as a "NMS

Security" within the meaning of Rule 600(b)(46) of Regulation NMS of

the

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Securities and Exchange Commission or, failing that, to secure

NASDAQ authorization for such Registrable Securities;

(h) provide a transfer agent and registrar for all such

Registrable Securities not later than the effective date of such

registration statement;

(i) enter into such customary agreements (including

underwriting agreements in customary form) and take all such other

actions as the Clearlake Investors owning a majority of the

Registrable Securities to be included in the registration or the

underwriters, if any, reasonably request in order to expedite or

facilitate the disposition of such Registrable Securities (which

might include effecting a share split or a combination of shares);

(j) make available for inspection by any seller of Registrable

Securities, 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, all

financial and other records, pertinent corporate documents and

properties of the Company, and cause the Company's officers,

directors, employees and independent accountants to supply all

information reasonably requested by any such seller, underwriter,

attorney, accountant or agent in connection with such registration

statement, and to cooperate and participate as reasonably requested

by any such seller in road show presentations, in the preparation of

the registration statement, each amendment and supplement thereto,

the prospectus included therein, and other activities as such seller

may reasonably request in order to facilitate the disposition of the

Registrable Securities owned by such seller;

(k) otherwise use commercially reasonable efforts to comply

with all applicable rules and regulations of the Securities and

Exchange Commission, and make available to its security holders, as

soon as reasonably practicable, but not later than 18 months after

the effective date of the registration statement, an earnings

statement covering the period of at least twelve months beginning

with the first day of the Company's first full calendar quarter

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;

(l) in the event of the issuance of any stop order suspending

the effectiveness of a registration statement, or of any order

suspending or preventing the use of any related prospectus or

suspending the qualification of any Securities included in such

registration statement for sale in any jurisdiction, the Company

will use commercially reasonable efforts promptly to obtain the

withdrawal of such order;

(m) obtain one or more comfort letters, dated the effective

date of such registration statement (and, if such registration

includes an underwritten public offering, dated the date of the

closing under the underwriting agreement), signed by the Company's

independent registered public accounting firm in the

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then-current customary form and covering such matters of the type

customarily covered from time to time by comfort letters as the

holders of a majority of the Registrable Securities being sold

reasonably request;

(n) provide a legal opinion of the Company's outside counsel,

dated the effective date of such registration statement (and, if

such registration includes an underwritten public offering, dated

the date of the closing under the underwriting agreement), with

respect to the registration statement, each amendment and supplement

thereto, the prospectus included therein (including the preliminary

prospectus) and such other documents relating thereto in the

then-current customary form and covering such matters of the type

customarily covered from time to time by legal opinions of such

nature (in a form reasonably acceptable to the holders of a majority

of the Registrable Securities included in the registration);

(o) cooperate with the sellers of Registrable Securities

covered by the registration statement and the managing underwriter

or agent, if any, to facilitate the timely preparation and delivery

of certificates (not bearing any restrictive legends) representing

securities to be sold under the registration statement, and enable

such securities to be in such denominations and registered in such

names as the managing underwriter or agent, if any, or such holders

may request;

(p) notify counsel for the sellers of Registrable Securities

included in such registration statement and the managing underwriter

or agent, immediately, and confirm the notice in writing (i) when

the registration statement, or any post-effective amendment to the

registration statement, shall have become effective, or any

supplement to the prospectus or any amendment prospectus shall have

been filed, (ii) of the receipt of any comments from the Securities

and Exchange Commission, (iii) of any request of the Securities and

Exchange Commission to amend the registration statement or amend or

supplement the prospectus or for additional information, and (iv) of

the issuance by the Securities and Exchange Commission of any stop

order suspending the effectiveness of the registration statement or

of any order preventing or suspending the use of any preliminary

prospectus, or of the suspension of the qualification of the

registration statement for offering or sale in any jurisdiction, or

of the institution or threatening of any proceedings for any of such

purposes;

(q) use its reasonable effort to prevent the issuance of any

stop order suspending the effectiveness of the registration

statement or of any order preventing or suspending the use of any

preliminary prospectus and, if any such order is issued, to obtain

the withdrawal of any such order at the earliest possible moment;

(r) if requested by the managing underwriter or agent or any

holder of Registrable Securities covered by the registration

statement, promptly incorporate in a prospectus supplement or

post-effective amendment such

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information as the managing underwriter or agent or such holder

reasonably requests to be included therein, including, without

limitation, with respect to the number of Registrable Securities

being sold by such holder to such underwriter or agent, the purchase

price being paid therefor by such underwriter or agent and with

respect to any other terms of the underwritten offering of the

Registrable Securities to be sold in such offering; and make all

required filings of such prospectus supplement or post-effective

amendment as soon as practicable after being notified of the matters

incorporated in such prospectus supplement or post-effective

amendment;

(s) cooperate with each seller of Registrable Securities and

each underwriter or agent participating in the disposition of such

Registrable Securities and their respective counsel in connection

with any filings required to be made with the National Association

of Securities Dealers, Inc.; and

(t) cause its appropriate officers to attend and participate

in presentations to and meetings with prospective purchasers of the

Registrable Securities, or a "roadshow", as reasonably requested by

the underwriters, if any.

The Company may require each seller of Registrable Securities as to which any

registration is being effected to furnish the Company such information relating

to the sale or registration of such Securities regarding such seller and the

distribution of such securities as the Company may from time to time reasonably

request in writing, prior to including such seller's Registrable Securities in

such registration.

3.2. Registration Expenses.

(a) All expenses incident to the Company's performance of or

compliance with this Agreement, including, without limitation, all

registration, qualification and filing fees, fees and expenses of

compliance with securities or blue sky laws, printing expenses,

messenger and delivery expenses, and fees and disbursements of

counsel for the Company and all independent certified public

accountants, underwriters (excluding discounts and commissions) and

other Persons retained by the Company (all such expenses being

herein called "Registration Expenses"), will be paid by the Company

in respect of each Demand Registration and each Piggyback

Registration, whether or not it has become effective, including that

the Company will 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 liability

insurance 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 or any other quotation system.

(b) In connection with each Demand Registration and each

Piggyback Registration, whether or not it has become effective, the

Company