INVESTOR RIGHTS AGREEMENT

                                                                         EX-10.1


                                 AVANTAIR, INC.


                            INVESTOR RIGHTS AGREEMENT


                                 OCTOBER 2, 2006




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                                 AVANTAIR, INC.

                            INVESTOR RIGHTS AGREEMENT


        This Investor Rights  Agreement  (this  "AGREEMENT") is made and entered
into as of October 2, 2006 (the "EFFECTIVE DATE") by and among Avantair, Inc., a
Nevada  corporation (the "COMPANY") and the holders of Class A Common Stock (the
"SERIES  A STOCK")  as set  forth on  Exhibit  A hereto  (the  "HOLDERS"  or the
"INVESTORS").

                                    RECITALS

        A.      The Company and the Investors are parties to a Series A Common
Stock Purchase Agreement of even date herewith (the "SERIES A AGREEMENT").

        B.      In order to induce the Investors to enter into the Series A
Agreement and invest funds in the Company pursuant thereto, the Company desires
to enter into this Agreement with the Series A Holders.

        Therefore, the parties agree as follows:

        1.      DEFINITIONS.

                1.1     "ARDENT CLOSING" means, the closing of the transactions
contemplated by the Stock Purchase Agreement by and among the stockholders of
the Company and Ardent Acquisition Corp.

                1.2     "AFFILIATE" means, with respect to any specified
individual or entity, any other individual or entity who or that, directly or
indirectly, controls, is controlled by, or is under common control with such
specified individual or entity, including without limitation any partner,
officer, director, manager or employee of such entity and any venture capital
fund now or hereafter existing that is controlled by or under common control
with one or more general partners or managing members of, or shares the same
management company with, such individual or entity.

                1.3     "COMMON STOCK" means the Class A Common Stock, $0.01 PAR
VALUE,of the Company.

                1.4     "EQUITY SECURITIES" means (i) Common Stock, rights,
options or warrants to purchase Common Stock, (ii) any security other than
Common Stock having voting rights in the election of the Board of Directors or
(iii) any security convertible into or exchangeable for any of the foregoing.

                1.5     "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.

                1.6     "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 (as defined below) which permits
inclusion or incorporation of substantial

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information by reference to other documents filed by the Company with the SEC
(as defined below).

                1.7     "HOLDER" means any Investor that holds Registrable
Securities or securities convertible into Registrable Securities or any assignee
of record of such Registrable Securities to whom rights under Section 2 have
been duly assigned in accordance with Section 0 hereof.

                1.8     "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by the preparation and filing of a registration statement
in compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement.

                1.9     "REGISTRABLE SECURITIES" means: (a) if the Ardent
Closing does occur (i) any and all shares of common stock of Ardent Acquisition
Corp. issued to Holder in connection with the Ardent Closing and (ii) any shares
of common stock of Ardent Acquisition Corp. 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, in exchange for, or in
replacement of, such shares of common stock described in clause (i) and (iii)
any warrants issued to Holders pursuant to Section 2.1(a)(ii) herein and any
shares of common stock of Ardent Acquisition Corp. issued or issuable upon the
exercise of any such warrants; PROVIDED, HOWEVER, that particular shares of any
of the foregoing shall cease to be Registrable Securities once they have been
sold to in any public offering or transferred by the Holder in a transaction in
which its rights under this Agreement are not assigned in accordance with the
provisions of this Agreement and (b) if the Ardent Closing does not occur (i)
any and all shares of Series A Stock or any common stock of the Company issued
or issuable upon conversion of the shares of Series A Stock and (ii) any shares
of common stock 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, in exchange for, or in replacement of, such shares
of common stock described in clause (i); PROVIDED, HOWEVER, that particular
shares of any of the foregoing shall cease to be Registrable Securities once
they have been sold to in any public offering or transferred by the Holder in a
transaction in which its rights under this Agreement are not assigned in
accordance with the provisions of this Agreement

                1.9     "REGISTRABLE SECURITIES THEN OUTSTANDING" means the
number of Registrable Securities which (i) are then issued and outstanding or
(ii) are then issuable pursuant to the exercise or conversion of options,
warrants or convertible securities.

                1.10    "SEC" means the United States Securities and Exchange
Commission.

                1.11    "SECURITIES ACT" means the Securities Act of 1933, as
amended.

        2.      REGISTRATION RIGHTS.

                2.1     MANDATORY SHELF REGISTRATION.

                        (a)     MANDATORY SHELF REGISTRATION IN EVENT OF THE
ARDENT CLOSING. (i) The Company agrees to file with the Commission as soon as
reasonably practicable, but in no event later than sixty (60) days following the
Ardent Closing, a shelf Registration Statement on

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Form S-3 or such other form under the Securities Act then available to the
Company providing for the resale pursuant to Rule 415 from time to time by the
Holders of any and all Registrable Shares (including the prospectus, amendments
and supplements to such registration statement or prospectus, including pre- and
post-effective amendments, all exhibits thereto and all material incorporated by
reference or deemed to be incorporated by reference, if any, in such
registration statement, the "Mandatory Shelf Registration Statement"). The
Company shall use its commercially reasonable efforts to cause such Mandatory
Shelf Registration Statement to be declared effective by the Commission as soon
as reasonably practicable following such filing and to keep it current and
effective until no longer necessary pursuant to Section 2.9 hereof. Any
Mandatory Shelf Registration Statement shall provide for the resale from time to
time, and pursuant to any method or combination of methods legally available
(including, without limitation, a direct sale to purchasers, a sale through
brokers or agents, or a sale over the internet) by the Holders of any and all
Registrable Shares. The Company agrees to follow identical registration and
penalty procedures as set forth in this Section 2.1 with respect to any equity
securities of Ardent Acquisition Corp. issued to Holders, or their transferees,
pursuant to Sections 1.6, 1.7 and 1.8 of the Agreement referred to in Section
1.1 herein; provided, however, that the relevant 60 day period will start from
the date of issuance of any equity securities pursuant to such Sections 1.6, 1.7
and 1.8.

                        (ii)    In the event that the Mandatory Shelf
Registration Statement is not filed with the Securities and Exchange Commission
within 60 days after the date of the Ardent Closing , the Company shall cause
Ardent Acquisition Corp. to promptly issue to each Holder warrants to purchase a
number of shares of Ardent Acquisition Corp. common stock , which warrants shall
have an exercise price of $5.00 per share and shall be identical to Ardent
Acquisition Corp.'s currently publicly traded warrants, calculated by (x)
multiplying (a) the aggregate amount invested by such Holder pursuant to the
Series A Agreement by (b) 0.02, and (y) dividing such amount by 5. Each Holder
shall be entitled to such warrants for each consecutive thirty (30) day period
for which the Mandatory Shelf Registration Statement remains not filed with the
Securities and Exchange Commission by Ardent Acquisition Corp. For example , if
a Holder invests $100,000 under the Series A Agreement, such Holder would be
entitled to receive warrants to purchase 400 shares of Ardent Acquisition Corp.
common stock at an exercise price of $5.00 per share on the 60 day anniversary
of the Ardent Closing and on each consecutive 30 day anniversary thereafter
until Ardent Acquisition Corp. files the Mandatory Shelf Registration
Statement..


        (b)     REGISTRATION RIGHTS IF ARDENT CLOSING DOES NOT OCCUR.

                (i)     Request by Holders. If the Company shall receive at any
time after the date hereof, a written request from the Holders of at least fifty
percent (50%) of the then outstanding Registrable Securities (the "INITIATING
HOLDERS") that the Company file a registration statement under the Securities
Act covering the registration of Registrable Securities pursuant to this Section
2.1(b) with an anticipated aggregate offering price of at least $2,500,000 (net
of underwriting discounts and commissions), then the Company shall, within
twenty (20) days after the receipt of such written request, give written notice
of such request (the "REQUEST NOTICE") to all Holders, and use all reasonable
efforts to effect, as soon as practicable, the registration under the Securities
Act of all Registrable Securities which Holders request to be registered and

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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. The Company may, if permitted by law,
effect any registration pursuant to this Section 2.1(b) by the filing of a
registration statement on Form S-3.

                (ii)    Underwriting. If the Initiating Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, then they shall so advise the Company as a part of their request
made pursuant to this Section 2.1(b) and the Company shall include such
information in the written notice referred to in subsection Section 2.1(b). In
such event, the right of any Holder to include his, her, or its Registrable
Securities in such registration shall 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 shall enter into an underwriting agreement in customary form
with the managing underwriter or underwriters selected for such underwriting by
the Company. Notwithstanding any other provision of this Section 2.1(b), if the
underwriter(s) advise(s) the Company in writing that marketing factors require a
limitation of the number of securities to be underwritten then the Company shall
so advise all Holders of Registrable Securities that would otherwise be
registered and underwritten pursuant hereto, and the number of Registrable
Securities that may be included in the underwriting shall 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 shall not be
reduced unless all other securities of the Company are first entirely excluded
from the underwriting and registration. Any Registrable Securities excluded and
withdrawn from such underwriting shall be withdrawn from the registration.

                (iii)   Maximum Number of Demand Registrations. The Company is
obligated to effect only two such registration pursuant to Section 2.1(b)(ii).

                (iv)    Deferral. Notwithstanding the foregoing, if the Company
shall furnish to Holders requesting the filing of a registration statement
pursuant to this Section 2.1(b), a certificate signed by the President or Chief
Executive Officer of the Company stating that in the good faith judgment of the
Board of Directors of the Company, it would be detrimental to the Company and
its shareholders 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 after receipt of the request of the Initiating Holders; provided,
however, that the Company may not utilize this right more than once in any
twelve (12) month period.

                (vi)    PIGGYBACK REGISTRATIONS. The Company shall 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 any
employee benefit plan or a corporate reorganization or other transaction covered
by Rule 145 promulgated under

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the Securities Act, or a registration on any registration form which does not
permit secondary sales or does not include substantially the same information as
would be required to be included in a registration statement covering the sale
of Registrable Securities) 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. Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by
such Holder shall, within twenty (20) days after receipt of the above-described
notice from the Company, so notify the Company in writing, and in such notice
shall 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 shall 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.

                (vii)   Underwriting. If a registration statement under which
the Company gives notice under this Section 2.1 is for an underwritten offering,
then the Company shall 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 2.1 shall 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 proposing to distribute their Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form with
the managing underwriter or underwriter(s) selected for such underwriting.
Notwithstanding any other provision of this Agreement, if the managing
underwriter determine(s) in good faith that marketing factors require a
limitation of the number of shares to be underwritten, then the managing
underwriter(s) may exclude shares (including Registrable Securities) from the
registration and the underwriting, and the number of shares that may be included
in the registration and the underwriting shall be allocated, first, to the
Company, and second to Holders requesting inclusion of their Registrable
Securities in such registration statement on a pro rata basis based on the
number of Registrable Securities each such Holder has requested to be included
in the registration. 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 ten (10) business days prior
to the effective date of the registration statement. Any Registrable Securities
excluded or withdrawn from such underwriting shall be excluded and withdrawn
from the registration. For any Holder that 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 shall be deemed to be a single "Holder,"
and any pro rata reduction with respect to such "Holder" shall 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.

                (viii)  Form S-3 Registration. In case the Company shall receive
from the Holders of at least twenty percent (20%) of the Registrable Securities
a written request or requests that the Company effect a registration 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, the Company shall:

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                        (a) promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other Holders;
and

                        (b) use its best efforts to effect, as soon as
practicable, 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 Holders' Registrable Securities as are specified
in such request, together with all or such portion of the Registrable Securities
of any other Holders joining in such request as are specified in a written
request given within sixty (60) days after receipt of such written notice from
the Company, provided, however, that the Company shall not be obligated to
effect any such registration, qualification or compliance, pursuant to this
Section 2.1(b)(viii):

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

                (ii)    if the Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
price to the public (net of any underwriters' discounts or commissions) of less
than $2,500,000;

                (iii)   if the Company shall furnish to the Holders a
certificate signed by the Chief Executive Officer or Chairman of the Board of
the Company stating that in the good faith judgment of the Board of Directors of
the Company, it would be seriously detrimental to the Company and its
stockholders for such Form S-3 Registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form S-3
registration statement for a period of not more than forty five (45) days after
receipt of the request of the Holder or Holders under this Section 2.1(b)(viii);
provided, however, that the Company shall not utilize this right more than once
in any twelve month period;

                (iv)    in any particular jurisdiction in which the Company
would be required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or compliance.

                        (c)     Subject to the foregoing, the Company shall file
a registration statement covering the Registrable Securities and other
securities so requested to be registered as soon as practicable after receipt of
the request or requests of the Holders.

                                        (ix)    Expenses. All expenses incurred
in connection with a registration pursuant to this Section 2.1, including
without limitation all registration and qualification fees, printers' and
accounting fees, fees and disbursements of counsel for the Company (but
excluding underwriters' discounts and commissions) shall be borne by the
Company. Each Holder participating in a registration pursuant to this Section
2.1 shall bear such Holder's proportionate share (based on the number of shares
sold by such Holder over the total number of shares included in such
registration at the time it goes effective) of all discounts, commissions or
other amounts payable to underwriters or brokers in connection with such
offering.

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                2.2     OBLIGATIONS OF THE COMPANY. Whenever required under this
Section 2 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:

                        (a)     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;

                        (b)     furnish to the selling Holders such number of
copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by them that are included in such registration;

                        (c)     use its commercially reasonable efforts to
register and qualify the securities covered by such registration statement under
such other securities or blue sky laws of such states or other jurisdictions as
shall be reasonably requested by the selling Holders, PROVIDED that the Company
shall 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;

                        (d)     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 of the happening 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;

                        (e)     use commercially reasonable efforts to cause all
such Registrable Securities registered pursuant hereunder to be listed on a
national securities exchange or trading system and ach securities exchange and
trading system (if any) on which similar securities issued by the Company are
then listed;

                        (f)     provide a transfer agent and registrar for all
Registrable Securities registered pursuant to such registration statement and a
CUSIP number for all such Registrable Securities, in each case not later than
the effective date of such registration; and

                        (g)     promptly make available for inspection by the
selling Holders, any attorney or accountant or other agent retained by any such
underwriter or selected by the selling Holders, 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 any such registration statement.

                2.3     FURNISH INFORMATION. It shall be a condition precedent
to the obligations of the Company to take any action pursuant to Section 2.1
hereof that the selling Holders shall furnish to the Company such information
regarding themselves, the Registrable Securities held

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by them and the intended method of disposition of such securities as shall be
required to timely effect the registration of their Registrable Securities.

                2.4     EXPENSES. All expenses (other than underwriting
discounts and commissions) incurred in connection with a registration pursuant
to Section 2, including, without limitation, registration, filing and
qualification fees, printers' and accounting fees, fees and disbursements of
counsel for the Company, fees and disbursements of one counsel acting on behalf
of the Holders, shall be borne by the Company.

                2.5     DELAY OF REGISTRATION. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 2.

                2.6     INDEMNIFICATION. In the event any Registrable Securities
are included in a registration statement under Section 2 hereof:

                        (a)     BY THE COMPANY. To the extent permitted by law,
the Company shall indemnify and hold harmless each Holder, the partners,
members, officers and directors of each Holder, legal counsel and accountants
for 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 Exchange Act, against any expenses,
losses, claims, damages or liabilities (joint or several) to which they may
become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such expenses, 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 (each 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 Exchange Act, any federal or state
securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any federal or state securities law in connection with the
offering covered by such registration statement;

and the Company shall 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 Section 2.6(a) shall not apply to amounts
paid in settlement of any such expense, loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon actions or omissions made in reliance upon and in
conformity  with  written  information  furnished  by or on

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behalf of any such Holder, partner, officer or director, underwriter or
controlling person expressly for use in connection with such registration by
such Holder, partner, officer, director, underwriter or controlling person.

                        (b)     BY SELLING HOLDERS. To the extent permitted by
law, each selling Holder shall 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, legal counsel and accountants for the Company, any underwriter
and any other Holder selling securities under such registration statement or any
of such other Holder's partners, directors or officers or any person who
controls such Holder within the meaning of the Securities Act or the Exchange
Act, against any expenses, losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
expenses, 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 arises out of or is based on actions or
omissions made 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 shall reimburse the Company and such other persons for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
PROVIDED, HOWEVER, that the indemnity agreement contained in this Section 2.6(b)
shall not apply to amounts paid in settlement of any such expense, loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld; and PROVIDED
FURTHER, that the total amounts payable in indemnity by a Holder under this
Section 2.6(b) in respect of any Violation shall not exceed the net proceeds
received by such Holder in the registered offering out of which such Violation
arises except in the case of fraud or willful misconduct by such Holder.

                        (c)     NOTICE. Promptly after receipt by an indemnified
party under this Section 2.6 of notice of the commencement of any action
(including any governmental action) for which a party may be entitled to
indemnification hereunder, such indemnified party shall, if a claim in respect
thereof is to be made against any indemnifying party under this Section 2.6,
deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right to participate in such action
and, to the extent the indemnifying party so desires, jointly with any other
indemnifying party to which notice has been given, to assume the defense thereof
with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, that an
indemnified party (together with all other indemnified parties that may be
represented without conflict by one counsel) shall have the right to retain its
own counsel, with the fees and expenses to be paid by the indemnifying party, 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 such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
2.6, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 2.6.

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                        (d)     DEFECT ELIMINATED IN FINAL PROSPECTUS. The
foregoing indemnity agreements of the Company and Holders are subject to the
condition that, insofar as they relate to any Violation made in a preliminary
prospectus but eliminated or remedied in the amended prospectus on file with the
SEC at the time the registration statement in question becomes effective or the
amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL
PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any
indemnified party if a copy of the Final Prospectus was timely furnished to that
indemnified party and was not furnished to the person asserting the expense,
loss, liability, claim or damage at or prior to the time such action is required
by the Securities Act.

                        (e)     CONTRIBUTION. In order to provide for just and
equitable contribution to joint liability under the Securities Act in any case
in which either (i) any party otherwise entitled to indemnification hereunder
makes a claim for indemnification pursuant to this Section 2.6 but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 2.6 provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the
part of any party hereto for which indemnification is provided under this
Section 2.6; then, and in each such case, such parties will contribute to the
aggregate expenses, losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the indemnified party
in connection with the Violation that resulted in such expense, loss, claim,
damage or liability as well as other equitable considerations. The relative
fault of such parties shall be determined by reference to, among other things,
whether the untrue or allegedly untrue statement of a material fact or the
omission or alleged omission of a material fact relates to information supplied
by the indemnifying party or indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission; PROVIDED, HOWEVER, that, in any such case, (A) no such
Holder will be required to contribute any amount in excess of the net proceeds
from the sale of all such Registrable Securities offered and sold by such Holder
pursuant to such registration statement, and (B) no individual or entity guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any individual or entity
who was not guilty of such fraudulent misrepresentation; and PROVIDED FURTHER,
that in no event shall a Holder's liability pursuant to this Section 2.6(e),
when combined with the amounts paid or payable by such Holder pursuant to
Section 2.6(b), exceed the net proceeds from the offering received by such
Holder, except in the case of willful misconduct or fraud by such Holder.

                        (f)     SURVIVAL. Unless otherwise superseded by an
underwriting agreement entered into in connection with the offering, the
obligations of the Company and Holders under this Section 2.6 shall survive the
completion of any offering of Registrable Securities in a registration under
this Section 2, and otherwise shall survive the termination of this Agreement.

        2.7     RULE 144 REPORTING. With a view to making available the benefits
of certain rules and regulations of the SEC which may at any time permit the
sale of the Registrable

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Securities to the public without registration, after such time as a public
market exists for the Common Stock, the Company agrees to:

                        (a)     make and keep public information available, as
those terms are understood and defined in Rule 144 under the