FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

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                                                                     EXHIBIT 4.1

                         QUATRX PHARMACEUTICALS COMPANY

             FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

      This FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this
"AGREEMENT") is made and entered into as of November 22 , 2004 by and among
Quatrx Pharmaceuticals Company, a Delaware corporation ("THE COMPANY"), each of
the purchasers of the Company's Series A Preferred Stock set forth on TABLE A-1
to EXHIBIT A hereto (referred to as the "SERIES A INVESTORS", or individually as
a "SERIES A INVESTOR"), each of the purchasers of the Company's Series B
Preferred Stock set forth on TABLE A-2 to EXHIBIT A hereto (referred to as the
"SERIES B INVESTORS", or individually as a "SERIES B INVESTOR"), each of the
purchasers of the Company's Series C Preferred Stock set forth on TABLE A-3 to
EXHIBIT A hereto (referred to as the "SERIES C INVESTORS", or individually as a
"SERIES C INVESTOR") and each of the purchasers of the Company's Series D
Preferred Stock set forth on TABLE A-4 to EXHIBIT A hereto (referred to as the
"SERIES D INVESTORS", or individually as a "SERIES D INVESTOR").. Series A
Investors, Series B Investors, Series C Investors and Series D Investors are
sometimes individually referred to herein as an "INVESTOR" and collectively as
the "INVESTORS."

                                    RECITALS

      WHEREAS, the Company has sold and issued to the Series A Investors
1,575,000 shares of its Series A Preferred Stock ("SERIES A PREFERRED") pursuant
to a Series A Stock Purchase Agreement (the "SERIES A PURCHASE AGREEMENT") and;

      WHEREAS, in connection with the Series A Purchase Agreement, the Company
and the Series A Investors entered into an Investors' Rights Agreement, dated
December 21, 2000 (the "ORIGINAL INVESTORS' RIGHTS AGREEMENT"), extending to the
Series A Investors certain registration rights, information rights and other
rights as set forth therein; and

      WHEREAS, the Company has sold and issued to the Series B Investors
4,200,000 shares of its Series B Preferred Stock ("SERIES B PREFERRED") pursuant
to a Series B Stock Purchase Agreement (the "SERIES B PURCHASE AGREEMENT"); and

      WHEREAS, in connection with the Series B Purchase Agreement, the Company,
the Series A Investors and the Series B Investors amended and restated the
Original Investors' Rights Agreement in its entirety (the "AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT") to extend to the Series B Investors the rights and
obligations set forth therein; and

      WHEREAS, the Company has sold and issued to the Series C Investors
25,596,491 shares of its Series C Preferred Stock ("SERIES C PREFERRED")
pursuant to an Amended and Restated Series C Stock Purchase Agreement and an
Addendum to Amended and Restated Series C Stock Purchase Agreement
(collectively, the "SERIES C PURCHASE AGREEMENT"); and

      WHEREAS, in connection with the Series C Purchase Agreement, the Company,
the Series A Investors, the Series B Investors and certain of the Series C
Investors other than InterWest Partners VIII, L.P., InterWest Investors VIII,
L.P., InterWest Investors Q VIII, L.P., Stockwell Fund L.P. and Twilight Venture
Partners, LLC executed a Second Amended and

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Restated Investors' Rights Agreement to further amend and restate the Amended
and Restated Investors' Rights Agreement in its entirety,

      WHEREAS, in connection with the Interim Closing and the Addendum Closing
under the Series C Purchase Agreement, the Company, the Series A Investors, the
Series B Investors and the Series C Investors executed a Third Amended and
Restated Investors' Rights Agreement to further amend and restate the Second
Amended and Restated Investors' Rights Agreement in its entirety; and

      WHEREAS, in connection with the Series D Purchase Agreement, the parties
wish to further amend and restate the Third Amended and Restated Investors'
Rights Agreement in its entirety to, among other things, extend to the Series D
Investors the registration rights, information rights and other rights set forth
below.

      NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Fourth Amended and
Restated Investors' Rights Agreement, the Series A Purchase Agreement, the
Series B Purchase Agreement, the Series C Purchase Agreement and the Series D
Purchase Agreement, the parties mutually agree as follows:

      1. INFORMATION RIGHTS.

            1.1 FINANCIAL INFORMATION. The Company covenants and agrees that,
commencing on the date of this Agreement, for so long as an Investor holds not
less than 1,000,000 shares of the Series A Preferred, the Series B Preferred,
the Series C Preferred, the Series D Preferred and/or the equivalent number (on
an as-converted basis) of shares of Common Stock of the Company ("Common Stock")
issued upon the conversion of such shares of Series A Preferred, Series B
Preferred, Series C Preferred or Series D Preferred (such Investor being
referred to as a "Major Investor"), the Company will furnish to each Major
Investor the information specified in this Section 1.1.

                  (a) ANNUAL FINANCIAL INFORMATION. The Company shall deliver to
each Major Investor as soon as practicable after the end of each fiscal year of
the Company, and in any event within one hundred (120) days thereafter, (i)
audited consolidated balance sheets of the Company and its subsidiaries as of
the end of such year, and audited consolidated statements of operations and cash
flow of the Company and its subsidiaries for such fiscal year, prepared in
accordance with generally accepted accounting principles ("GAAP") and setting
forth in each case in comparative form the figures for the previous fiscal year
for the material business units, all in reasonable detail and, in the case of
the consolidated statements, certified by a nationally recognized independent
public accountant selected by the Company and reasonably acceptable to the
Investors.

                  (b) QUARTERLY FINANCIAL INFORMATION. The Company shall deliver
to each Major Investor as soon as practicable after the end of each quarter of
each fiscal year, and in any event within thirty (30) days thereafter, unaudited
consolidated balance sheets of the Company and its subsidiaries as of the end of
such period, and unaudited consolidated statements of operations and cash flow
of the Company and its subsidiaries for such period and for the

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current fiscal year to date, prepared in accordance with GAAP and setting forth
in comparative form the figures for the corresponding periods of the previous
fiscal year for the material business units, together with a comparison of such
statements to the Budget (as defined in Section 1.1(c)), subject to changes
resulting from normal year-end audit adjustments, all in reasonable detail and
certified by the principal financial officer of the Company.

                  (c) MONTHLY FINANCIAL INFORMATION. Upon written request of any
Major Investor with respect to any fiscal month, the Company will deliver to
such Major Investor as soon as practicable after the end of the month, and in
any event within thirty (30) days thereafter, unaudited monthly financials,
certified by the principal financial officer of the Company.

                  (d) BUDGET. The Company shall provide each Major Investor not
less than sixty (60) days prior to the commencement of each fiscal year, an
annual business plan, including an operating budget for the year and detailed
financial projections for the Company and its subsidiaries, for each month
during such period (the 'Budget"), all in reasonable detail, together with
underlying assumptions and approved by a majority of the entire Board of
Directors.

                  (e) AUDITOR'S REPORTS. The Company shall provide each Major
Investor promptly upon receipt thereof copies of all other reports or management
letters, if any, submitted to the Company by independent public accountants in
connection with any annual or interim audit of the books of the Company and its
subsidiaries made by such accountants.

                  (f) OTHER INFORMATION. The Company will provide each Director
(i) promptly upon receipt thereof notification of all material litigation or
threat thereof, and (ii) copies of all filings made with the Securities and
Exchange Commission, if any.

            1.2 INSPECTION. The Company shall permit any Major Investor, upon
reasonable notice and during regular business hours, to visit and inspect the
Company's properties, to examine its books of account and records and to discuss
the Company's affairs, finances and accounts with its officers, all at such
reasonable times as may be requested by the Major Investor.

            1.3 CONFIDENTIALITY OF INFORMATION. Information received by any
Investor under this Section 1 shall be considered confidential information, and
each Investor agrees to use its reasonable best efforts to retain in confidence,
and to cause each of its affiliates to use its reasonable best efforts to retain
in confidence, such information (all by using the same care and discretion with
regard to such information that such Investor uses with respect to its own
confidential information).

            1.4 TERMINATION OF INFORMATION COVENANTS. The covenants of the
Company set forth in this Section 1 shall terminate as to all Investors and be
of no further force or effect upon the consummation by the Company of a
Qualified Public Offering (as defined in the Company's Seventh Amended and
Restated Certificate of Incorporation).

      2. REGISTRATION RIGHTS.

            2.1 DEFINITIONS. For purposes of this Section 2:

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                  (a) REGISTRATION. The terms "register," "registered," and
"registration" refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act (as defined
herein), and the declaration or ordering of effectiveness of such registration
statement.

                  (b) REGISTRABLE SECURITIES. The term "Registrable Securities"
means: (1) all the shares of Common Stock of the Company issued or issuable upon
the conversion of any shares of Series A Preferred, Series B Preferred, Series C
Preferred or Series D Preferred, (2) any shares of Common Stock of the Company
issued as (or issuable upon the conversion or exercise of any warrant, right or
other security which is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement of, all such shares of Common Stock
described in clause (1) of this subsection (b), and (3) any other shares of
Common Stock held by the Investors (excluding any shares acquired in ordinary
trading transactions in the public securities markets); excluding in all cases,
however, any Registrable Securities sold by a person in a transaction in which
rights under this Section 2 are not assigned in accordance with this Agreement
or any Registrable Securities sold to the public or sold pursuant to Rule 144
promulgated under the Securities Act.

                  (c) REGISTRABLE SECURITIES THEN OUTSTANDING. The number of
shares of "Registrable Securities then outstanding" will mean the number of
shares of Common Stock which are Registrable Securities and (1) are then issued
and outstanding or (2) are then issuable pursuant to the exercise or conversion
of then outstanding and then exercisable options, warrants or other convertible
or exchangeable securities.

                  (d) HOLDER. For purposes of this Agreement, the term "Holder"
means any person owning of record Registrable Securities or any assignee of
record of such Registrable Securities to whom rights under this Section 2 have
been duly assigned in accordance with this Agreement; provided, however, that
the Company will in no event be obligated to register shares of Series A
Preferred, Series B Preferred, Series C Preferred or Series D Preferred that
have not been converted into shares of Common Stock, and provided further that
Holders of Registrable Securities will not be required to convert their shares
of Series A Preferred, Series B Preferred, Series C Preferred or Series D
Preferred into Common Stock in order to exercise the registration rights granted
hereunder, until immediately before the closing of the offering to which the
registration relates.

                  (e) Form S-3. The term "Form S-3" means such form under the
Securities Act as is in effect on the date hereof or any successor registration
form under the Securities Act subsequently adopted by the SEC which permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC.

                  (f) SEC. The term "SEC" or "Commission" means the U.S.
Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.

                  (g) SECURITIES ACT. The term "Securities Act" means the
Securities Act of 1933, as amended, or any similar federal statute and rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.

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            2.2 DEMAND REGISTRATION.

                  (a) REQUEST BY HOLDERS. At any time after the expiration of
180 days after the effective date of a public offering of the Company's shares
that results in conversion of all outstanding shares of Preferred Stock of the
Company, upon receipt by the Company of a written request from the Holders of at
least fifty (50%) percent of the Registrable Securities then outstanding that
the Company file a registration statement under the Securities Act covering the
registration of an amount of Registrable Securities with respect to at least 50%
of the outstanding Registrable Securities, then the Company will, within ten
(10) business days of the receipt of such written request, give written notice
of such request ("Request Notice") to all Holders, and use its best efforts to
effect, as soon as practicable and in any event within sixty (60) days of
receipt of such request, the registration under the Securities Act of all
Registrable Securities which the Holders request to be registered and included
in such registration by written notice given by such Holders to the Company
within twenty (20) days after receipt of the Request Notice, subject only to the
limitations of this Section 2.2.

                  (b) UNDERWRITING. If the Holders initiating the registration
request under this Section 2.2 ("Initiating Holders") intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
then they will so advise the Company as a part of their request made pursuant to
this Section 2.2 and the Company will include such information in the written
notice referred to in subsection 2.2(a). In such event, the right of any Holder
to include his Registrable Securities in such registration will be conditioned
upon such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the Initiating Holders and such Holder) to
the extent provided herein. All Holders proposing to distribute their securities
through such underwriting will enter into an underwriting agreement in customary
form with the managing underwriter or underwriters selected for such
underwriting by the Company, subject to the approval of a majority of the
Holders which shall not be unreasonably withheld or delayed. Notwithstanding the
foregoing, with respect to the underwriting agreement or any other documents
reasonably required under such agreement, (i) no Holder shall be required to
make any representation or warranty with respect to or on behalf of the Company
or any other stockholder of the Company and (ii) the liability of any Holder
shall be limited as provided in Section 2.7(b) hereof. Notwithstanding any other
provision of this Section 2.2, if the managing underwriter advises the Company
in writing that in its opinion the number of securities requested to be included
in the registration creates a substantial risk that the price per share of
Common Stock will be reduced, then the Company will so advise all Holders of
Registrable Securities which would otherwise be registered and underwritten
pursuant hereto, and the number of Registrable Securities that may be included
in the underwriting will be reduced as required by the underwriter(s) and
allocated among the Holders of Registrable Securities on a pro rata basis
according to the number of Registrable Securities then outstanding held by each
Holder requesting registration (including the Initiating Holders); provided,
however, that the number of shares of Registrable Securities to be included in
such underwriting and registration will not be reduced unless all securities
other than Registrable Securities are first entirely excluded from the
underwriting and registration. Any Registrable Securities excluded and withdrawn
from such underwriting will be withdrawn from the registration.

      If any Holder of Registrable Securities disapproves of the terms of the
underwriting, such

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person may elect to withdraw therefrom by written notice, on or before the fifth
(5th) day prior to the effectiveness of the registration statement, to the
Company, the managing underwriter and the other Holders.

                  (c) MAXIMUM NUMBER OF DEMAND REGISTRATIONS. The Company is
obligated to effect only two (2) demand registrations pursuant to this Section
2.2; provided, that a demand registration pursuant to this Section 2.2 will not
count for the purposes of this Section 2.2(c) unless at least eighty percent
(80%) of all Registrable Securities requested to be registered in such demand
registration are, in fact, registered and sold in such registration.

                  (d) DEFERRAL. Notwithstanding the foregoing, the Company is
not obligated to effect a registration pursuant to this Section 2.2 during the
90-day period commencing on the effective date of the Company's registration
statement in connection with a firm commitment underwritten public offering. In
addition, if the Company shall furnish to the Initiating Holders a certificate
signed by the President of the Company stating that in the good faith judgment
of the Board of Directors it would be seriously detrimental to the Company or
its stockholders for such registration statement to be filed and it is therefore
essential to defer the filing of such registration statement, then the Company
shall have the right to defer such filing for a period of not more than ninety
(90) days from the date of receipt of the request of the Initiating Holders;
provided, however, that the Company shall not exercise such right more than once
in any twelve (12) month period.

                  (e) EXPENSES. All expenses incurred in connection with a
registration pursuant to this Section 2.2, including without limitation all
registration and qualification fees, printers' and accounting fees, fees and
disbursements of counsel for the Company, and reasonable fees and expenses of
one (1) special counsel for the Holders selected by the holders of a majority of
the Registrable Securities included in the offering (but excluding underwriters'
discounts and commissions), will be borne by the Company. Each Holder
participating in a registration pursuant to this Section 2.2 will bear such
Holder's proportionate share (based on the total number of shares sold in such
registration other than for the account of the Company) of all discounts,
commissions or other amounts payable to underwriters or brokers in connection
with such offering and the fees and disbursements of any counsel for the
participating Holders other than the special counsel for the Holders set forth
in the previous sentence.

            2.3 PIGGYBACK REGISTRATIONS.

                  (a) NOTICE OF REGISTRATION. The Company will notify all
Holders of Registrable Securities in writing at least thirty (30) days prior to
filing any registration statement under the Securities Act for purposes of
effecting a public offering of securities of the Company (including, but not
limited to, registration statements relating to secondary offerings of
securities of the Company, but excluding registration statements relating to (i)
any registration under Section 2.2 or Section 2.4 of this Agreement, (ii) a
registration relating solely to employee benefit plans, and (iii) a registration
solely relating to a Commission Rule 145 transaction), and will afford each such
Holder an opportunity to include in such registration statement all or any part
of the Registrable Securities then held by such Holder (a "Piggyback
Registration"). Each Holder desiring to include in any such registration
statement all or any part of the Registrable Securities held by such Holder
will, within twenty (20) days after receipt of the above-described

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notice from the Company, so notify the Company in writing, and in such notice
will inform the Company of the number of Registrable Securities such Holder
wishes to include in such registration statement. If a Holder decides not to
include all of its Registrable Securities in any registration statement
thereafter filed by the Company, such Holder will nevertheless continue to have
the right to include any Registrable Securities in any subsequent registration
statement or registration statements as may be filed by the Company with respect
to offerings of its securities, all upon the terms and conditions set forth
herein.

                  (b) PRIORITY ON PRIMARY REGISTRATIONS. Subject to Section
2.3(d), if a Piggyback Registration is an underwritten primary registration on
behalf of the Company and the managing underwriter advises the Company in
writing that in its opinion the number of securities requested to be included in
the registration creates a substantial risk that the price per share of Common
Stock will be reduced, then the managing underwriter may exclude shares
(including Registrable Securities) from the registration and the underwriting,
and the number of shares that may be included in such registration and
underwriting shall include, first, the securities that the Company proposes to
sell, second, the Registrable Securities requested to be included in such
registration, pro rata among the Holders of such Registrable Securities on the
basis of the number of shares which are owned by such Holders, and third, other
securities requested to be included in such registration; provided, however, in
any registration subject to this Section 2.3(b) other than the Company's initial
public offering, the right of the managing underwriter to exclude shares
(including Registrable Securities) from the registration and underwriting as
described above will be restricted so that the number of Registrable Securities
included in any such registration is not reduced below twenty percent (20%) of
the shares included in the registration.

                  (c) PRIORITY ON SECONDARY REGISTRATIONS. Subject to Section
2.3(d), if a Piggyback Registration is an underwritten secondary registration on
behalf of Holders of the Company's securities and the managing underwriter
advises the Company in writing that in its opinion the number of securities
requested to be included in the registration creates a substantial risk that the
price per share of Common Stock will be reduced, then the managing underwriter
may exclude shares (including Registrable Securities) from the registration and
the underwriting, and the number of shares that may be included in such
registration and underwriting shall include, first, the securities requested to
be included therein by the Holders requesting such registration and the
Registrable Securities requested to be included in such registration, pro rata
among the Holders of such securities on the basis of the number of shares of
Common Stock or Registrable Securities which are owned by such Holders, and
second, other securities requested to be included in such registration;
provided, however, the right of the managing underwriter to exclude shares
(including Registrable Securities) from the registration and underwriting as
described above will be restricted so that the number of Registrable Securities
included in any such registration is not reduced below twenty percent (20%) of
the shares included in the registration.

                  (d) UNDERWRITING. If a registration statement under which the
Company gives notice under this Section 2.3 is for an underwritten offering,
then the Company will so advise the Holders of Registrable Securities. In such
event, the right of any such Holder's Registrable Securities to be included in a
registration pursuant to this Section 2.3 will be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders

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proposing to distribute their Registrable Securities through such underwriting
will enter into an underwriting agreement in customary form with the lead
underwriter or underwriter(s) selected for such underwriting by the Company and
approved by a majority of the Holders proposing to distribute their securities
through such underwriting. Notwithstanding the foregoing, with respect to the
underwriting agreement or any other documents reasonably required under such
agreement, (i) no Holder shall be required to make any representation or
warranty with respect to or on behalf of the Company or any other stockholder of
the Company and (ii) the liability of any holder shall be limited as provided in
Section 2.7(b) hereof. If any Holder disapproves of the terms of any such
underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company and the underwriter, delivered at least five (5) days prior to the
effective date of the registration statement. Any Registrable Securities
excluded or withdrawn from such underwriting will be excluded and withdrawn from
the registration. For any Holder which is a partnership or corporation, the
partners, retired partners and shareholders of such Holder, or the estates and
family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons will be deemed to be a single "Holder",
and any pro rata reduction with respect to such "Holder" will be based upon the
aggregate amount of shares carrying registration rights owned by all entities
and individuals included in such "Holder", as defined in this sentence.

                  (e) EXPENSES. All expenses incurred in connection with a
registration pursuant to this Section 2.3 (excluding underwriters' and brokers'
discounts and commissions), including, without limitation all federal and "blue
sky" registration and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company and the reasonable expenses of one
(1) counsel for the selling Holders will be borne by the Company.

            2.4 FORM S-3 REGISTRATION. In case the Company will receive a
written request from any Holder of the Registrable Securities then outstanding
that the Company effect a registration of securities, with an anticipated
aggregate offering price of at least $1,000,000, on Form S-3 and any related
qualification or compliance with respect to all or a part of the Registrable
Securities owned by such Holder or Holders, then the Company will:

                  (a) NOTICE. Promptly give written notice of the proposed
registration and the Holder's or Holders' request therefor, and any related
qualification or compliance, to all other Holders of Registrable Securities; and

                  (c) REGISTRATION. As soon as practicable and in any event not
later than sixty (60) days after the Company's receipt of the Holder's request
therefor, effect such registration and all such qualifications and compliances
as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Holder's or Holders' Registrable
Securities as are specified in such request, together with all or such portion
of the Registrable Securities of any other Holder or Holders joining in such
request as are specified in a written request given within twenty (20) days
after receipt of such written notice from the Company; provided, however, that
the Company will not be obligated to effect any such registration, qualification
or compliance pursuant to this Section 2.4:

                        (i) if Form S-3 is not available for such offering by
                        the Holders; or

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                        (ii) more than two (2) times in any twelve (12) month
                        period.

                  (c) EXPENSES. The Company will pay all expenses incurred in
connection with any registration requested pursuant to this Section 2.4,
including without limitation any filing, registration and qualification,
printers' or accounting fees or the reasonable fees and disbursements for one
(1) counsel to the Holders.

                  (d) NOT DEMAND REGISTRATION. Form S-3 registrations will not
be deemed to be demand registrations for purposes of Section 2.2 above.

            2.5 OBLIGATIONS OF THE COMPANY. Whenever required to effect the
registration of any Registrable Securities under this Agreement, the Company
will, as expeditiously as reasonably possible:

                  (a) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to be declared effective, and, upon the request of
the Holders of a majority of the Registrable Securities registered thereunder,
keep such registration statement effective for two (2) years or until all of the
Registrable Securities covered thereby shall have been sold by the Holders.

                  (b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.

                  (c) Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act and the rules and regulations of the
Commission promulgated thereunder, and such other documents as such Holders may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Holders that are included in such registration.

                  (d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as will be reasonably requested by the
Holders, provided that the Company will not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.

                  (e) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter(s) of such offering.

                  (f) Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act due to the occurrence of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing.

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                  (g) Furnish, at the request of any Holder requesting
registration of Registrable Securities, on the date that such Registrable
Securities are delivered to the underwriters for sale, if such securities are
being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, dated as of such date, of
the counsel representing the Company for the purposes of such registration, in
form and substance as is customarily given to underwriters in an underwritten
public offering and reasonably satisfactory to a majority in interest of the
Holders requesting registration, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities and (ii) a
"comfort" letter dated as of such date, from the independent certified public
auditors of the Company, in form and substance as is customarily given by
independent certified public auditors to underwriters in an underwritten public
offering and reasonably satisfactory to a majority in interest of the Holders
requesting registration, addressed to the underwriters, if any, and to the
Holders requesting registration of Registrable Securities.

                  (h) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed.

                  (i) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

                  (j) Make available for inspection by any Holder 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, provided,
however, to the extent that such information is confidential, that such
individual agrees to enter into an appropriate and reasonable agreement
regarding the confidentiality of such information.

                  (k) Advise each Holder of such Registrable Securities,
promptly after it shall receive notice or obtain 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 such purpose and promptly use all reasonable efforts to prevent the issuance
of any stop order or to obtain its withdrawal if such stop order should be
issued.

                  (1) Make senior executives of the Company reasonably available
to assist the underwriters with respect to, and accompany the underwriters on
the so-called "road show", in connection with the marketing efforts for, and the
distribution and sale of Registrable Shares pursuant to a registration
statement.

            2.6 FURNISH INFORMATION. It will be a condition precedent to the
obligations of the Company to take any action pursuant to Sections 2.2, 2.3 or
2.4 that the selling Holders will furnish to the Company such information
regarding themselves, the Registrable Securities held by them, and the intended
method of disposition of such securities as will be reasonably required

                                      -10-
<PAGE>

to timely effect the registration of their Registrable Securities.

            2.7 INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under Sections 2.2, 2.3 or 2.4:

                  (a) BY THE COMPANY. To the extent permitted by law, the
Company will indemnify and hold harmless each Holder, the equity holders,
officers, directors, employees, agents and advisors of each Holder, any
underwriter (as defined in the Securities Act) for such Holder and each person,
if any, who controls such Holder or underwriter within the meaning of the
Securities Act or the Securities Exchange Act of 1934, as amended (the "1934
Act"), against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Securities Act, the 1934 Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a "Violation"):

                        (i) any untrue statement or alleged untrue statement of
            a material fact contained in such registration statement, including
            any preliminary prospectus or final prospectus contained therein or
            any amendments or supplements thereto;

                        (ii) the omission or alleged omission to state therein a
            material fact required to be stated therein, or necessary to make
            the statements therein not misleading, or

                        (iii) any violation or alleged violation by the Company
            of the Securities Act, the 1934 Act, any federal or state securities
            law or any rule or regulation promulgated under the Securities Act,
            the 1934 Act or any federal or state securities law in connection
            with the offering covered by such registration statement; and the
            Company will reimburse each such Holder, partner, officer or
            director, underwriter or controlling person for any legal or other
            expenses reasonably incurred by them, as incurred, in connection
            with investigating or defending any such loss, claim, damage,
            liability or action; provided however, that the indemnity agreement
            contained in this subsection 2.7(a) will not apply to amounts paid
            in settlement of any such loss, claim, damage, liability or action
            if such settlement is effected without the consent of the Company
            (which consent will not be unreasonably withheld), nor will the
            Company be liable in any such case for any such loss, claim, damage,
            liability or action to the extent that it arises directly out of or
            is based directly upon a Violation which occurs in reliance upon and
            in conformity with written information furnished expressly for use
            in connection with such registration by such Holder, partner,
            officer, director, underwriter or controlling person of such Holder.

                  (b) BY SELLING HOLDERS. To the extent permitted by law, each
selling Holder, severally and not jointly, will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed the
registration statement, each person, if any, who controls the Company within the
meaning of the Securities Act, any underwriter and any

                                      -11-
<PAGE>

other Holder selling securities under such registration statement and any of
such other Holder's equity holders, directors, officers, employees, agents and
any person who controls such Holder within the meaning of the Securities Act or
the 1934 Act, against any losses, claims, damages or liabilities (joint or
several) to which the Company or any such director, officer, controlling person,
underwriter or other such Holder, partner or director, officer or controlling
person of such other Holder may become subject under the Securities Act, the
1934 Act or other federal or state law, insofar as such losses, claims, damages
or liabilities (or actions in respect thereto) arise out of or are based upon
any Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such registration;
and each such Holder will reimburse any legal or other expenses reasonably
incurred by the Company or any such director, officer, controlling person,
underwriter or other Holder, partner, officer, director or controlling person of
such other Holder in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the indemnity
agreement contained in this subsection 2.7(b) will not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent will not
be unreasonabl