INVESTOR RIGHTS AGREEMENT

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                                                                        Exh. 4.2

                                                               EXECUTION VERSION

                            INVESTOR RIGHTS AGREEMENT

                                  BY AND AMONG

                         OMRIX BIOPHARMACEUTICALS, INC.

                                      AND

               THE COMMON STOCKHOLDERS LISTED ON EXHIBIT A HERETO

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                                January 13, 2005

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                            INVESTOR RIGHTS AGREEMENT

     This Investor Rights Agreement (this "Agreement") dated as of January 13,
2005 is entered into by and among Omrix Biopharmaceuticals, Inc., a Delaware
corporation (the "Company"), and the holders of the Company's Common Stock
listed on Exhibit A hereto (the "Common Stockholders")

                                    RECITALS:

     WHEREAS, pursuant to the Plan of Recapitalization (the "Plan of
Recapitalization") of even date herewith by and among the Company, the Preferred
Stockholders and the Noteholders (each, as defined therein), certain holders of
the Company's securities are exchanging all of the convertible promissory notes,
shares of Preferred Stock and certain other securities of the Company for shares
of Company's Common Stock (the "Recapitalization"); and

     WHEREAS, as a condition precedent to the Recapitalization, the Company and
the Common Stockholders desire to enter into this Agreement to provide for
certain arrangements with respect to (i) the registration of shares of capital
stock of the Company under the Securities Act; (ii) the Common Stockholders'
right of first refusal with respect to certain issuances of securities of the
Company, and (iii) certain covenants of the Company in accordance with the terms
and conditions set forth below.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged the parties hereto agree
as follows:

                                    SECTION 1

                               CERTAIN DEFINITIONS

     As used in this Agreement, the following terms shall have the following
respective meanings:

     1.1 "Affiliate" means any person or entity directly or indirectly
controlling, controlled by or under common control with another person or
entity, provided that, with respect to the Company and any Common Stockholder
that is a partnership, corporation or limited liability company, an "Affiliate"
shall also include without limitation, any general partner, limited partner,
retired partner, shareholder, member, retired member, officer, director or
affiliate of the Company or such Common Stockholder, as applicable, or any
general partner, limited partner, retired partner, shareholder, member, retired
member, officer, director or affiliate of the foregoing, or investment vehicles
now or hereafter existing for whom any of the foregoing serves as a general
partner or manager, as applicable, or the estates, beneficiaries, trustees or
family members of any such general partner, limited partner, retired partner,
shareholder, member, retired member, officer, director or affiliate of the
foregoing, or any trusts for the benefit of any of the foregoing persons.

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     1.2 "Available Undersubscription Amount" means the difference between the
total of all Basic Amounts available for purchase by the Major Investors
pursuant to Section 3 and the Basic Amounts subscribed for pursuant to Section
3.

     1.3 "Basic Amount" means, with respect to a Major Investor, his, her or its
pro rata portion of the Offered Securities determined by multiplying the number
of Offered Securities by a fraction, the numerator of which is the aggregate
number of shares of Common Stock then held by such Major Investor (giving effect
to the conversion or exercise into Common Stock of convertible or exercisable
securities then held by such Major Investor that are then convertible or
exercisable for shares of Common Stock without the payment of additional
consideration) and the denominator of which is the total number of shares of
Common Stock then outstanding (giving effect to the conversion or exercise into
Common Stock of all outstanding convertible or exercisable securities that are
then convertible or exercisable for shares of Common Stock without the payment
of additional consideration).

     1.4 "By-laws" means the Company's Amended and Restated By-laws, as amended
from time to time.

     1.5 "Certificate of Incorporation" means the Company's Amended and Restated
Certificate of Incorporation, as amended from time to time.

     1.6 "Code" means the Internal Revenue Code of 1986, as amended.

     1.7 "Commission" means the Securities and Exchange Commission, or any other
Federal agency at the time administering the Securities Act.

     1.8 "Common Stock" means the common stock, $0.01 par value per share, of
the Company.

     1.9 "Company" has the meaning ascribed to it in the introductory paragraph
hereto.

     1.10 "Company Sale" means (a) a merger or consolidation in which (i) the
Company is a constituent party, or (ii) a Subsidiary of the Company is a
constituent party and either (x) the Company issues shares of its capital stock
pursuant to such merger or consolidation, or (y) as a result of such merger or
consolidation of a Subsidiary, the Company's ownership interest in the surviving
entity is reduced, except any such merger or consolidation referred to in (a)(i)
or (a)(ii) above involving the Company or a Subsidiary in which the holders of
capital stock of the Company immediately prior to such merger or consolidation
continue to hold immediately following such merger or consolidation at least a
majority of the voting power of (1) the surviving or resulting entity or (2) if
the surviving or resulting entity is a wholly-owned subsidiary of another entity
immediately following such merger or consolidation, the parent entity of such
surviving or resulting entity provided, that, for purposes of the exceptions
described in the foregoing clauses (1) and (2), the holders or former holders of
the Company's Common Stock shall, as among themselves, own the capital stock of
such surviving or resulting entity in approximately the same relative
proportions as they owned the Company's Common Stock prior to such merger or
consolidation; (b) the disposition by holders of the Company's then outstanding
capital stock of at least a majority of the then outstanding equity voting power
of the Company in a single or a series of related transactions; (c) the sale,
lease or other


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disposition of all or substantially all of the assets of the Company in a single
transaction or series of related transactions (except any such sale to a
wholly-owned subsidiary of the Company unless such sale, lease or other
disposition is followed by a subsequent disposition or transfer of at least a
majority of the then outstanding equity voting power of the Company or such
Subsidiary in a single or a series of related transactions); or (d) the
disposition by exclusive license, sale, assignment or otherwise of all or
substantially all or a significant portion of the intellectual property rights
of the Company, except for non-exclusive licenses under such intellectual
property rights in the ordinary course of business.

     1.11 "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute, and the rules and regulations of the Commission issued
under such Act, as they each may, from time to time, be in effect.

     1.12 "Indemnified Party" means a party entitled to indemnification pursuant
to Section 2.6.

     1.13 "Indemnifying Party" means a party obligated to provide
indemnification pursuant to Section 2.6.

     1.14 "Initiating Holder" means any Common Stockholder initiating a request
for registration pursuant to Section 2.1(a) or any Major Investor initiating a
request for registration pursuant to Section 2.1(b), as the case may be.

     1.15 "Initial Public Offering" means the closing of the initial
underwritten public offering of shares of Common Stock pursuant to an effective
Registration Statement under the Securities Act.

     1.16 "Major Investor" means any Common Stockholder who owns on the date of
such determination greater than 1% of the then outstanding shares of Common
Stock; provided that for purposes of determining whether a Common Stockholder is
a Major Investor all shares of Common Stock held by any Affiliate of such Common
Stockholder shall be deemed to be held by such Common Stockholder.

     1.17 "MPM" means, collectively, MPM Capital Advisors LLC, BB BioVentures
LLP, MPM Asset Management Investors 1998 LLC, MPM BioVentures Parallel Fund,
L.P. and Affiliates thereof, together with their respective successors and
assigns.

     1.18 "Notice of Acceptance" means a written notice from a Common
Stockholder to the Company containing the information specified in Section
3.1(b).

     1.19 "Offer" means a written notice of any proposed or intended issuance,
sale or exchange of Offered Securities containing the information specified in
Section 3.1(a).

     1.20 "Offered Securities" means (i) any shares of Common Stock, (ii) any
other equity securities of the Company, (iii) any option, warrant or other right
to subscribe for, purchase or otherwise acquire any equity securities of the
Company or (iv) any debt securities convertible into or exchangeable for capital
stock of the Company.


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     1.21 "Prospectus" means the prospectus included in any Registration
Statement, as amended or supplemented by an amendment or prospectus supplement,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

     1.22 "Plan of Recapitalization" has the meaning ascribed to it in the
recitals hereto.

     1.23 "Refused Securities" means those Offered Securities as to which a
Notice of Acceptance has not been given by the Common Stockholders pursuant to
Section 3.1.

     1.24 "Registration Expenses" means all expenses incurred by the Company in
complying with the provisions of Section 2, including, without limitation, all
registration and filing fees, exchange listing fees, printing expenses, fees and
expenses of counsel for the Company and the fees and expenses of one counsel to
represent all Selling Stockholders selected by holders of a majority of the
Registrable Shares held by the Selling Stockholders, state Blue Sky fees and
expenses, and the expense of any special audits incident to or required by any
such registration, but excluding underwriting discounts, selling commissions and
the fees and expenses of any additional counsel to the Selling Stockholders'.

     1.25 "Registrable Shares" means (i) the Shares (as defined in Section 1.29)
acquired by the Common Stockholders, (ii) any other shares of Common Stock, and
any shares of Common Stock issued or issuable upon the conversion or exercise of
any other securities acquired by the Common Stockholders after the date hereof
(other than Shares acquired in the public market pursuant to brokers'
transactions after the Company's Initial Public Offering), and (iii) any other
shares of Common Stock issued in respect of such shares or securities (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 (x) upon any sale of
such shares pursuant to a Registration Statement or Rule 144 under the
Securities Act or (y) upon any sale in any manner to a person or entity that is
not entitled pursuant to Section 5 to the rights provided by this Agreement or
(z) as to any Shares held by any Common Stockholder, when the aggregate number
of shares held by such Common Stockholder is less than 100,000 shares and such
Shares are eligible for resale pursuant to Rule 144(k) under the Securities Act.
Wherever reference is made in this Agreement to a request or consent of holders
of a certain percentage of Registrable Shares, the determination of such
percentage shall include shares of Common Stock issuable upon conversion of such
Registrable Shares even if such conversion has not yet been effected.

     1.26 "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 form for a similar limited purpose, or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another corporation).

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


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     1.28 "Selling Stockholder" means any Common Stockholder or Major Investor,
as the case may be, and his, her or its successors or assigns owning Registrable
Shares included in a Registration Statement.

     1.29 "Shares" means shares of Common Stock owned by the Common
Stockholders.

     1.30 "Stockholders Agreement" means the Stockholders' Agreement dated as of
the date hereof by and among the Company and the Common Stockholders named
therein.

     1.31 "Subsidiary" or "Subsidiaries" means any corporation, partnership,
limited liability company, trust or other entity of which the Company directly
or indirectly owns at the time (a) a majority of the outstanding shares of every
class of voting equity securities of such corporation, partnership, limited
liability company, trust or other entity or (b) the right to receive more than
50% of the net assets of such entity available for distribution to the holders
of outstanding stock or ownership interests upon a liquidation or dissolution of
such entity.

     1.32 "Undersubscription Amount" means, with respect to a Major Investor,
any additional portion of the Offered Securities attributable to the Basic
Amounts of other Major Investors as such Major Investor indicates it will
purchase or acquire should the other Major Investors subscribe for less than
their Basic Amounts.

                                    SECTION 2

                               REGISTRATION RIGHTS

     2.1 Required Registrations

          (a) At any time after 180 days following the Initial Public Offering,
a Common Stockholder or Common Stockholders holding in the aggregate at least a
majority of the Registrable Shares then outstanding may request, in writing,
that the Company effect the registration on Form S-1 or, after the Company
becomes eligible to use such form, Form S-2 (or any successor form) of
Registrable Shares owned by such Common Stockholder or Common Stockholders.
Except as provided in Section 2.1(c), the Company shall not register any
additional shares of stock of the Company on a Registration Statement at the
same time as a demand registration pursuant to this Section 2.1(a) without the
prior written consent of the holders of at least a majority of the Registrable
Shares to be included in the demand registration.

          (b) 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 Major Investor or Major Investors holding, in the aggregate, not
less than 1,000,000 Registrable Shares (as adjusted for any stock dividends,
combinations, splits, recapitalizations and the like with respect to such shares
after the date hereof) may request, in writing, that the Company effect the
registration on Form S-3 (or any successor form relating to secondary
offerings).

          (c) Upon receipt of any request for registration pursuant to Section
2.1(a), the Company shall promptly give written notice of such proposed
registration to all other Common Stockholders in accordance with Section 6.1.
Upon receipt of any request for registration pursuant to Section 2(b), the
Company shall promptly give written notice of such proposed


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registration to all other Major Investors in accordance with Section 6.1. Such
Common Stockholders or Major Investors, as applicable, shall have the right, by
giving written notice, to the Company within 30 days after the Company provides
its registration notice, to elect to have included in such registration the
number of Registrable Shares as such Common Stockholders or Major Investors, as
applicable, may request in such notice of election, subject in the case of an
underwritten offering to the terms of Section 2.1(d). Thereupon, the Company
shall, as expeditiously as possible, use its best commercial efforts to effect
the registration on an appropriate Registration Statement of all Registrable
Shares that the Company has been requested to so register; provided however,
that in the case of a registration requested under Section 2.1(b), the Company
will only be obligated to effect such registration on Form S-3 (or any successor
form).

          (d) If the Initiating Holders intend to distribute the Registrable
Shares covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to Section 2.1(a)
or (b), as the case may be, and the Company shall include such information in
its written notice referred to in Section 2.l(c). In such event, (i) the right
of any other Common Stockholder to include its Registrable Shares in such
registration pursuant to Section 2.l(a) and the right of any other Major
Investor to include its Registrable Shares in such registration pursuant to
Section 2.l(b), as the case may be, shall be conditioned upon such other Common
Stockholder's or Major Investor's participation in such underwriting on the
terms set forth herein, and (ii) all Common Stockholders or Major Investors, as
applicable, including Registrable Shares in such registration shall enter into
an underwriting agreement upon customary terms with the underwriter or
underwriters managing the offering. The Initiating Holders shall have the right
to select the managing underwriter(s) for any underwritten offering requested
pursuant to Section 2.l(a) or (b), subject to the approval of the Company, which
approval will not be unreasonably withheld, conditioned or delayed. If any
Common Stockholder or Major Investor, as applicable, who has requested inclusion
of its Registrable Shares in such registration as provided above disapproves of
the terms of the underwriting, such person may elect, by written notice to the
Company, to withdraw its Registrable Shares from such registration and
underwriting. In an underwritten offering, if the managing underwriter advises
the Company in writing that market factors require a limitation on the number of
shares to be underwritten, the number of Registrable Shares to be included in
the Registration Statement and underwriting shall be allocated among all Common
Stockholders or Major Investors, as applicable, requesting registration in
proportion, as nearly as practicable, to the respective number of Registrable
Shares held by them on the date of the request for registration made by the
Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If
any Common Stockholder or Major Investor, as applicable, would thus be entitled
to include more Registrable Shares than such Common Stockholder or Major
Investor requested to be registered, the excess shall be allocated among other
requesting Common Stockholders or Major Investors, as applicable, pro rata in
the manner described in the preceding sentence.

          (e) The Company shall not be required to effect more than two (2)
registrations requested by the Common Stockholders pursuant to paragraph (a)
above. In addition, the Company shall not be required to effect any registration
(other than on Form S-3 or any successor form) within one hundred twenty (120)
days after the effective date of any other Registration Statement of the Company
or within one hundred eighty (180) days after the effective date of the
Registration Statement for the Initial Public Offering of the Company's


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Common Stock. For purposes of this Section 2.1(e), a Registration Statement
shall not be counted (i) until such time as such Registration Statement has been
declared effective by the Commission (unless the Initiating Holders withdraw
their request for such registration (other than as a result of information
concerning a materially adverse change in the business, properties, assets or
condition (financial or otherwise) of the Company which is made known to the
Common Stockholders after the date on which such registration was requested) and
elect not to pay the Registration Expenses therefor pursuant to Section 2.5) or
(ii) if (A) less than sixty percent (60%) of the total number of Registrable
Shares that Common Stockholders have requested to be included in such
Registration Statement are sold (in the case of a Registration Statement for an
underwritten offering) or included in such Registration Statement at the time it
is declared effective (in the case of a Registration Statement for an "at the
market" secondary offering or a shelf registration) or (B) the Company or any
other person registers additional shares of stock of the Company on a
Registration Statement at the same time as a demand registration pursuant to
this Section 2.1, except (x) as required by Section 2.1(c) or (y) a
Registration Statement on Form S-8, Form S-4, or any similar or successor form.

          (f) If at the time of any request to register Registrable Shares
pursuant to this Section 2.1 the Company is engaged or has plans to engage in a
registered public offering or is engaged in any other activity which, in the
good faith determination of the Company's Board of Directors, would be adversely
affected by the requested registration, then the Company may at its option
direct that such request be delayed for a period not in excess of ninety (90)
days from the effective date of such request, provided that such right to delay
a request may not be exercised by the Company more than once in any twelve month
period, and the Company shall thereafter promptly file a Registration Statement
and cause such Registration Statement to become effective as soon as possible
after filing.

     2.2 Incidental Registration

          (a) Whenever the Company proposes to file a Registration Statement for
the public offer and sale of the Company's equity securities (including pursuant
to Section 2.l(a), to the extent required or permitted by Section 2.1(c), but
excluding a Registration Statement for the Company's Initial Public Offering and
a Registration Statement on Form S-4, S-8 or any similar or successor form) at
any time and from time to time, it will, prior to such filing, give written
notice to all Major Investors of its intention to do so, which notice shall set
forth the manner of distribution of the equity securities to be offered and sold
pursuant to such Registration Statement. Upon the written request of a Major
Investor or Major Investors given within thirty (30) days after the Company
provides such notice, the Company shall use its best commercial efforts to cause
all Registrable Shares which the Company has been requested by such Major
Investor or Major Investors 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 Company's
notice to such Major Investor or Major Investors; provided that the Company
shall have the right to postpone or withdraw any registration effected pursuant
to this Section 2.2 without obligation to any Major Investor.

          (b) If the registration for which the Company gives notice pursuant to
Section 2.2(a) is a registered public offering involving an underwriting, the
Company shall so advise the Major Investors as a part of their written notice
made pursuant to Section 2.2(a). In such event,


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(i) the right of any Major Investor to include his, her or its Registrable
Shares in such registration pursuant to Section 2.2 shall be conditioned upon
such Major Investor's participation in such underwriting on the terms set forth
herein, and (ii) all Major Investors including Registrable Shares in such
registration shall enter into an underwriting agreement upon customary terms
with the underwriter or underwriters selected for the underwriting by the
Company. If any Major Investor who has requested inclusion of his, her or its
Registrable Shares in such registration as provided above disapproves of the
terms of the underwriting, such Major Investor may elect, by written notice to
the Company, to withdraw his, her or its Registrable Shares from such
Registration Statement and underwriting. If the managing underwriter advises the
Company in writing that market factors require a limitation on the number of
shares to be underwritten, all of the shares held by holders other than the
Major Investors, including any officers, directors or employees of the Company,
shall first be excluded from such Registration Statement and underwriting to the
extent deemed advisable by the managing underwriter, and, if further reduction
of the number of shares is required, the number of shares that may be included
in the Registration Statement and underwriting shall be allocated among all
Major Investors requesting registration in proportion, as nearly as practicable,
to the respective number of Registrable Shares held by them on the date the
Company gives the notice specified in Section 2.2(a); provided that, except for
a Registration Statement for the Company's Initial Public Offering, the number
of Registrable Shares permitted to be included therein shall in no event be less
than 25% of the total number of shares of Common Stock included in such
underwriting. If any Common Stockholder would thus be entitled to include more
shares than such holder requested to be registered, the excess shall be
allocated among other requesting Common Stockholders pro rata in the manner
described in the preceding sentence.

     2.3 Aggregation. For purposes of this Section 2, the Affiliates of any
Common Stockholder that is a partnership, corporation or limited liability
company, shall be deemed to be a single "Common Stockholder."

     2.4 Registration Procedures.

          (a) If and whenever the Company is required by the provisions of this
Agreement to use its best commercial efforts to effect the registration of any
Registrable Shares under the Securities Act, the Company shall, as expeditiously
as possible:

               (i) prepare and file with the Commission a Registration Statement
with respect to such Registrable Shares and use its best commercial efforts to
cause that Registration Statement to become effective as soon as possible and to
keep the Registration Statement effective for up to twelve (12) months from the
effective date or such lesser period until all such Registrable Shares are sold;
provided however, that such twelve-month period shall be extended for a period
of time equal to the period the Selling Stockholders refrain from selling any
securities of the Company included in such registration at the request of an
underwriter of the Company's Common Stock or as required pursuant to Section
2.4(b) and (c);

               (ii) 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 comply with the provisions of the
Securities Act (including the anti-fraud provisions thereof);


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               (iii) furnish to each Selling Stockholder 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 such Selling
Stockholder;

               (iv) 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 in such states of the
Registrable Shares owned by the Selling Stockholder; provided however, that the
Company shall not be required in connection with this subsection (iv) to qualify
as a foreign corporation or execute or file a general consent to service of
process in any jurisdiction, unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act;

               (v) cause all such Registrable Shares to be listed on each
securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;

               (vi) provide a transfer agent and registrar for all such
Registrable Shares and a CUSIP number not later than the effective date of such
Registration Statement;

               (vii) make available for inspection by the Selling Stockholders,
any managing underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney or accountant or other agent retained
by any such underwriter or selected as counsel to all the Selling Stockholders
in connection with their required due diligence examination of the Company, 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 Selling
Stockholder, underwriter, attorney, accountant or agent in connection with such
Registration Statement;

               (viii) notify each Selling Stockholder, promptly after it shall
receive notice thereof, of the time when such Registration Statement has become
effective or a supplement to any Prospectus forming a part of such Registration
Statement has been filed;

               (ix) following the effectiveness of such Registration Statement,
notify each Selling Stockholder of any request by the Commission for the
amending or supplementing of such Registration Statement or Prospectus;

               (x) notify each Selling Stockholder of Registrable Shares covered
by such Registration Statement upon the occurrence of any event as a result of
which the Prospectus included in a Registration Statement, as then in effect,
contains an untrue statement of material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, and prepare, file and
furnish to each such Selling Stockholder a reasonable number of copies of a
supplement or


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an amendment to such Prospectus as may be necessary so that such Prospectus does
not contain an untrue statement of material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing;

               (xi) use its best commercial efforts to prevent the issuance of
any stop order or other order suspending the effectiveness of a Registration
Statement covering Registrable Shares and, if such an order is issued, to obtain
the withdrawal thereof at the earliest possible time and to notify the Selling
Stockholders of the issuance of such order and the resolution thereof; and

               (xii) at the request of any Selling Stockholder at any time after
any Registrable Shares held by such Selling Stockholder become eligible for
resale pursuant to Rule 144(k) under the Securities Act, deliver a letter to the
Company's transfer agent irrevocably instructing the transfer agent to remove
any securities law legend from any certificate representing such Registrable
Shares which have become eligible for sale pursuant to Rule 144(k), which
instructions shall be irrevocable unless and until such Selling Stockholder
informs the Company or the Company otherwise reasonably determines that such
Selling Stockholder is an "affiliate" (as defined in Rule 144 under the
Securities Act,

          (b) If the Company has delivered a Prospectus to the Selling
Stockholders and after having done so the Prospectus is amended to comply with
the requirements of the Securities Act, the Company shall promptly notify the
Selling Stockholders and, if requested, the Selling Stockholders shall
immediately cease making offers of Registrable Shares and return all
Prospectuses to the Company. The Company shall promptly provide the Selling
Stockholders with revised Prospectuses and, following receipt of the revised
Prospectuses, the Selling Stockholders shall be free to resume making offers of
the Registrable Shares.

          (c) In the event that, in the reasonable judgment of the Company, it
is advisable to suspend use of a Prospectus included in a Registration Statement
due to pending material developments or other events that have not yet been
publicly disclosed and as to which the Company believes public disclosure would
be detrimental to the Company, the Company shall notify all Selling Stockholders
to such effect, and, upon receipt of such notice, each such Selling Stockholder
shall immediately discontinue any sales of Registrable Shares pursuant to such
Registration Statement until such Selling Stockholder has received copies of a
supplemented or amended Prospectus or until such Selling Stockholder is advised
in writing by the Company that the then current Prospectus may be used and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus. Notwithstanding anything
to the contrary herein, the Company shall not exercise its rights under this
Section 2.4(c) to suspend sales of Registrable Shares for a period in excess of
30 calendar days consecutively or 60 calendar days in the aggregate in any
365-day period.

     2.5 Allocation of Expenses. The Company shall pay all Registration Expenses
of all registrations under this Agreement; provided however, that if a
registration under Section 2.1(a) is withdrawn at the request of the Initiating
Holders holding a majority of the shares requested by such Initiating Holders to
be so registered and if such Initiating Holders elect not to have such


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<PAGE>

registration counted as a registration requested under Section 2.1(a), the
Selling Stockholders shall pay the Registration Expenses of such registration
pro rata in accordance with the number of their Registrable Shares included in
such registration; provided further however, that if at the time of such
withdrawal, the Initiating Holders have either (i) learned information
concerning the business, properties, assets or condition (financial or
otherwise) of the Company which is made known to the Selling Stockholders after
the date on which such registration was requested and such information is
reasonably likely to have a material adverse effect on the market for the Common
Stock, or (ii) been informed by the underwriters of such registration that more
than 25% of the Registrable Shares requested for registration shall not be
included therein due to market factors, and in either such case the Initiating
Holders have withdrawn the request with reasonable promptness following such
disclosure, then the Selling Stockholders shall not be required to pay the
Registration Expenses and shall retain all of their rights, including their
demand and incidental registration rights pursuant to Sections 2.1 and 2.2.

     2.6 Indemnification and Contribution.

          (a) In the event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, the Company will indemnify
and hold harmless each Selling Stockholder, each underwriter of such Registrable
Shares, and each other person, if any, who controls such Selling Stockholder or
underwriter within the meaning of the Securities Act or the Exchange Act against
any losses, claims, damages or liabilities, joint or several, to which such
Selling Stockholder, underwriter or controlling person may become subject under
the Securities Act, the Exchange Act, state securities or Blue Sky laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement under which such Registrable Shares were registered under the
Securities Act, any preliminary prospectus or final prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, (ii) the omission or alleged omission to state 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 Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law in connection with the Registration Statement or the offering
contemplated thereby; and the Company will reimburse such Selling Stockholder,
underwriter and each such controlling person for any legal or any other expenses
reasonably incurred by such Selling Stockholder, underwriter or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action; provided however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any untrue statement or omission made
in such Registration Statement, preliminary prospectus or final prospectus, or
any such amendment or supplement, in reliance upon and in conformity with
information relating to such Selling Stockholder, underwriter or controlling
person that is furnished to the Company, in writing, by or on behalf of such
Selling Stockholder, underwriter or controlling person specifically for use in
the preparation thereof.

          (b) In the event of any registration of any of the Registrable Shares
under the Securities Act pursuant to this Agreement, each Selling Stockholder,
severally and not jointly, will indemnify and hold harmless the Company, each of
its directors and officers and each


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<PAGE>

underwriter (if any) and each person, if any, who controls the Company or any
such underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Company, such directors and officers, underwriter or controlling person may
become subject under the Securities Act, Exchange Act, state securities or Blue
Sky laws or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement under which such Registrable Shares were registered under
the Securities Act, any preliminary prospectus or final prospectus contained in
the Registration Statement, or any amendment or supplement to the Registration
Statement, or (ii) any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case if and to the extent (and only to the extent) that the
statement or omission was made solely in reliance upon and in conformity with
information relating to such Selling Stockholder furnished in writing to the
Company by or on behalf of such Selling Stockholder specifically for use in
connection with the preparation of such Registration Statement, prospectus,
amendment or supplement; provided however, that the obligations of each such
Selling Stockholder hereunder shall be limited to an amount equal to the net
proceeds received by such Selling Stockholder from the sale of Registrable
Shares sold in connection with such registration.

          (c) Each Indemnified Party shall give notice to the Indemnifying Party
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom; provided,
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or litigation, shall be approved by the Indemnified Party (whose approval
shall not be unreasonably withheld, conditioned or delayed); and, provided
further, that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
Section 2.6 except to the extent that the Indemnifying Party is adversely
affected by such failure. The Indemnified Party may participate in such defense
at such party's expense; provided however, that the Indemnifying Party shall pay
such expense if representation of such Indemnified Party by the counsel retained
by the Indemnifying Party would be inappropriate due to actual or potential
differing interests between the Indemnified Party and any other party
represented by such counsel in such proceeding; provided further, that in no
event shall the Indemnifying Party be required to pay the expenses of more than
one law firm per jurisdiction as counsel for the Indemnified Party. The
Indemnifying Party shall also be responsible for the expenses of such defense if
the Indemnifying Party does not elect to assume such defense. No Indemnifying
Party, in the defense of any such claim or litigation shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect of such claim or litigation, and no Indemnified Party
shall consent to entry of any judgment or settle such claim or litigation
without the prior written consent of the Indemnifying Party, which consent shall
not be unreasonably withheld, conditioned or delayed.

          (d) An underwriter shall not be entitled to indemnification pursuant
to this Section 2.6 in the event that it fails to deliver to any Selling
Stockholder any preliminary or final or revised Prospectus, as required by the
rules and regulations of the Commission.


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<PAGE>

          (e) In order to provide for just and equitable contribution to joint
liability under the Securities Act in circumstances in which the indemnification
provided for in this Section 2.6 is due in accordance with its terms but for any
reason is held to be unavailable to an Indemnified Party in respect to any
losses, claims, damages and liabilities referred to herein, then the
Indemnifying Party shall, in lieu of indemnifying such Indemnified Party,
contribute to the amount paid or payable by such Indemnified Party as a result
of losses, claims, damages or liabilities to which such party may be subject in
such proportions as is appropriate to reflect the relative fault of the Company
on the one hand and the Selling Stockholders on the other in connection with the
statements, omissions or violations which resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable considerations.
The relative fault of the Company and the Selling Stockholders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of material fact related to information supplied by the Company
or the Selling Stockholders and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the Selling Stockholders a