SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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                                                                     EXHIBIT 4.2

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             SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

                                  by and among

                           AMICUS THERAPEUTICS, INC.,

                                      and

                         THE STOCKHOLDERS NAMED HEREIN

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                             DATED: AUGUST 17, 2005

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                               TABLE OF CONTENTS
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1.   Definitions ....................................................    1
2.   Grant Of Rights ................................................    4
3.   Demand Registration ............................................    4
     (a)   Request for Demand Registration for Holders ..............    4
     (b)   Incidental or "Piggy-Back" Rights with Respect to a Demand
           Registration. ............................................    5
     (c)   Effective Demand Registration ............................    5
     (d)   Expenses .................................................    6
     (e)   Underwriting Procedures ..................................    6
     (f)   Selection of Underwriters ................................    6
4    Incidental or "Piggy-Back" Registration ........................    6
     (a)   Request for Incidental Registration ......................    6
     (b)   Expenses. ................................................    7
5.   Form S-3 Registration ..........................................    7
     (a)   Request for a Form S-3 Registration ......................    7
     (b)   Limitations on Form S-3 Registrations ....................    7
     (c)   Expenses .................................................    8
     (d)   No Demand Registration ...................................    8
6.   Holdback Agreements ............................................    8
     (a)   Restrictions on Public Sale by Holders ...................    8
     (b)   Legend ...................................................    9
7.   Registration Procedures ........................................    9
     (a)   Obligations of the Company ...............................    9
     (b)   Seller Information .......................................   11
     (c)   Notice to Discontinue ....................................   11
     (d)   Registration Expenses ....................................   12
8.   Indemnification; Contribution ..................................   12
     (a)   Indemnification by the Company ...........................   12
     (b)   Indemnification by Holders ...............................   13
     (c)   Conduct of Indemnification Proceedings ...................   14
     (d)   Contribution .............................................   14
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                               TABLE OF CONTENTS
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9.   Rule 144 .......................................................   15
10.  Limitations on Subsequent Registration Rights; No Inconsistent
     Agreements .....................................................   15
11.  Miscellaneous ..................................................   15
     (a)   Recapitalizations Exchanges, Etc .........................   16
     (b)   Remedies .................................................   16
     (c)   Amendments and Waivers ...................................   16
     (d)   Notices ..................................................   16
     (e)   Successors and Assigns; Third Party Beneficiaries ........   17
     (f)   Counterparts... ..........................................   17
     (g)   Headings .................................................   17
     (h)   Governing Law ............................................   17
     (i)   Entire Agreement .........................................   18
     (j)   Severability .............................................   17
     (k)   Further Assurances .......................................   18
     (l)   Other Agreements .........................................   18
     (m)   Jury Trial Waiver ........................................   18
     (n)   Expenses .................................................   18
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                           SECOND AMENDED AND RESTATED
                            INVESTOR RIGHTS AGREEMENT

            SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated August
17, 2005 (this "Agreement"), by and among Amicus Therapeutics, Inc,. a Delaware
corporation (the "Company"), the parties listed on Schedule I hereto (the
"Investors") and the parties listed on Schedule II hereto.

            WHEREAS, the Company and certain of the Investors are parties to the
Amended and Restated Investor Rights Agreement, dated May 4, 2004 (the "Existing
Investor Rights Agreement") and hold sufficient voting power to amend the
Existing Investor Rights Agreement (the "Amending Investors"); and

            WHEREAS, pursuant to the Series C Preferred Stock Purchase
Agreement, dated August 17, 2005 (the "Series C Stock Purchase Agreement"), by
and between the Company and each of the parties identified on Schedule  I
thereto, the Company has agreed to issue and sell to such parties an aggregate
of 43,650,262 shares, par value $0.01 per share, of Series C Convertible
Preferred Stock of the Company (the "Series C Preferred Stock"); and

            WHEREAS, in order to induce each of the Investors to purchase its
shares of Series C Preferred Stock, the Company and the Amending Investors are
entering into this Agreement to, among other things, amend and restate the
Existing Investor Rights Agreement in its entirety.

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto amend and
restate the Existing Investor Rights Agreement as follows:

      1. Definitions. As used in this Agreement the following terms have the
meanings indicated:

      "Agreement" means this Second Amended and Restated Investor Rights
Agreement as the same may be amended, supplemented or modified in accordance
with the terms hereof.

      "Approved Underwriter" has the meaning set forth in Section 3(f) of this
Agreement.

      "Bridge Loan Warrants" mean the warrants to purchase Common Stock issued
pursuant to the Note and Warrant Purchase Agreements.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks in the State of Delaware are authorized or required by
law or executive order to close.

      "Closing Price" means, with respect to the Registrable Securities, as of
the date of determination, (a) the closing price per share of a Registrable
Security on such date published in

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The Wall Street Journal or, if no such closing price on such date is published
in The Wall Street Journel, the average of the closing bid and asked prices on
such date, as officially reported on the principal national securities exchange
(including, without limitation, The Nasdaq Stock Market, Inc.) on which the
Registrable Securities are then listed or admitted to trading; or (b) if the
Registrable Securities are not then listed or admitted to trading on any
national securities exchange but are designated as national market system
securities by the NASD, the last trading price per share of a Registrable
Security on such date; or (c) if there shall have been no trading on such date
or if the Registrable Securities are not so designated, the average of the
reported closing bid and asked prices of the Registrable Securities on such date
as shown by The Nasdaq Stock Market Inc. (or its successor) and reported by any
member firm of The New York Stock Exchange, Inc. selected by the Company; or (d)
if none of (a), (b) or (c) is applicable, a market price per share determined in
good faith by the Company's Board of Directors. If trading is conducted on a
continuous basis on any exchange, then the closing price shall be at 4:00 P.M.
New York City time.

      "Common Stock" means the Common Stock, par value $0.01 per share, of the
Company or any other capital stock of the Company into which such stock is
reclassified or reconstituted.

      "Company" meaning set forth in the preamble to this Agreement.

      "Company Underwriter" has the meaning set Forth in Section 4(a) of this
Agreement.

      "Demand Registration" has the meaning set forth in Section 3(a) of this
Agreement.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC thereunder.

      "GECC" means General Electric Capital Corporation, a Delaware corporation.

      "GECC Warrant" means the warrant to purchase 40,000 shares of Common Stock
at an exercise price of $0.75 per share, issued by the Company to GECC on August
28, 2002.

      "Holder" means any person owning Registrable Securities.

      "Holders' Counsel" has the meaning set forth in Section 7(a)(i) of
this Agreement.

      "Incidental Registration" has the meaning set forth in Section 4(a) of
this Agreement.

      "Indemnified Party" has the meaning set forth in Section 8(c) of this
Agreement.

      "Indemnifying Party" has the meaning set forth in Section 8(c) of this
Agreement.

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

      "Initiating Holders" has the meaning set forth in Section 3(a) of this
Agreement.

      "Inspector" has the meaning set forth in Section 7(a)(vii) of this
Agreement.

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      "Investors" has the meaning set forth in the preamble to this Agreement.

      "IPO Effectiveness Date" means the date upon which the Company closes its
Initial Public Offering.

      "Liabilities" has the meaning set forth in Section 8(a) of this Agreement,

      "Market Price" means, on any date of determination, the average of the
daily Closing Price of the Registrable Securities for the immediately preceding
thirty (30) days on which the national securities exchanges are open for
trading.

      "Mount Sinai" means Mount Sinai School of Medicine of New York University

      "Mount Sinai Shares" means the 1,742,000 shares of Common Stock issued to
Mount Sinai on April 15, 2002 and held by Mount Sinai.

      "NASD" means the National Association of Securities Dealers, Inc.

      "Note and Warrant Purchase Agreements" mean the Note and Warrant Purchase
Agreement dated as of August 25, 2003 and the Note and Warrant Purchase
Agreement November 26, 2003, as amended as of February 5, 2004 and April 20,
2004, between the Company and the investors signatory thereto.

      "Permitted Transferee" has the meaning set forth in Section 2.2 of the
Stockholders Agreement.

      "Person" means any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind, and shall include any successor (by merger
or otherwise) of such entity.

      "Records" has the meaning set forth in Section 7(a)(vii) of this
Agreement.

      "Registration Expenses" has the meaning set forth in Section 7(d) of this
Agreement,

      "Registrable Securities" means (a) the Common Stock of the Company issued
or issuable upon conversion of the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock, or upon the conversion of the
Warrants; (b) the Mount Sinai Shares; (c) any 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 the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock or the Mount Sinai Shares; (d) any
Common Stock acquired (i) by any Investor or Mount Sinai subsequent to the date
hereof or (ii) by CHL Medical Partners II, L.P. or CHL Medical Partners II Side
Fund, L.P. upon the exercise of the Bridge Loan Warrants and (e) the Common
Stock issuable upon the exercise of the GECC Warrant. Notwithstanding the
foregoing, that as to any particular Registrable Securities that have been
issued, such securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such

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securities shall have been disposed of under such registration statement, (ii)
they shall have been distributed to the public pursuant to Rule 144, (iii) they
shall have been otherwise transferred or disposed of, and new certificates
therefor not bearing a legend restricting further transfer shall have been
delivered by the Company, and subsequent transfer or disposition of them shall
not require their registration or qualification under the Securities Act or any
similar state law then in force, or (iv) they shall have ceased to be
outstanding.

      "Registration Statement" means a registration statement filed by the
Company with the SEC 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).

      "S-3 Initiating Holders" has the meaning set forth in Section 5(a) of this
Agreement.

      "S-3 Registration" has the meaning set forth in Section 5(a) of this
Agreement.

      "SEC" means the Securities and Exchange Commission or any similar agency
then administering the Securities Act.

      "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

      "Series A Preferred Stock" means the Series A Convertible Preferred Stock
of the Company, par value $0.01 per share.

      "Series B Preferred Stock" means the Series B Convertible Preferred Stock
of the Company, par value $0.01 per share.

      "Series C Preferred Stock" has the meaning set forth in the preamble to
this Agreement.

      "Stockholders Agreement" means the Second Amended and Restated
Stockholders Agreement, dated the date hereof, as amended from time to time,
among the Company, the Investors, and the other stockholders named therein.

      "Warrants" has means warrants to purchase up to 555,003 shares of Series B
Preferred Stock.

      2. Grant Of Rights. The Company hereby grants Registration Rights to the
Holders upon the terms and conditions set forth in this Agreement.

      3. Demand Registration.

            (a) Request for Demand Registration for Holders. At any time after
the IPO Effectiveness Date, the Holders of a majority of the Registrable
Securities held in the aggregate by all Holders (the "Initiating Holders"), may
make a written request to the Company to register, and the Company shall
register, under the Securities Act (other than pursuant to a Registration
Statement on Form S-4 or S-8 or any successor thereto) (a "Demand
Registration"), the number of Registrable Securities stated in such request;
provided, however, that the Company shall not be obligated to effect (i) more
than two such Demand Registrations under this Section 3(a) and

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(ii) a Demand Registration if the Initiating Holders propose to sell their
Registrable Securities at an aggregate price (calculated based upon the Market
Price of the Registrable Securities on the date of filing of the Registration
Statement with respect to such Registrable Securities) to the public of less
than $5,000,000. For purposes of the preceding sentence, two or more
Registration Statements filed in response to one demand shall be counted as one
Registration Statement. If at the time of any request to register Registrable
Securities pursuant to this Section 3(a), the Company is engaged in a registered
public offering or the Company determines in good faith certifies in writing
that any such registration would require the Company to include disclosure that
would reasonably be expected to have a materially detrimental effect on any
proposal, negotiations or plan by the Company or any of its subsidiaries to
engage in any material acquisition or disposition of assets or any material
merger, consolidation, tender offer, reorganization or similar transaction or
any other material corporate event contemplated by the Company, then the Company
may at its option direct that such request be delayed for a reasonable period
not in excess of three (3) months, such right to delay a request to be exercised
by the Company not more than once in any twelve (12) month period. Each request
for a Demand Registration by the Initiating Holders shall state the amount of
the Registrable Securities proposed to be sold and the intended method of
disposition thereof.

            (b) Incidental or "Piggy-Back" Rights with Respect to a Demand
Registration. Each of the Holders (other than Initiating Holders which have
requested a registration under Section 3(a)) may include its or his Registrable
Securities in any Demand Registration pursuant to this Section 3(b). Within ten
(10) days after the receipt of a request for a Demand Registration from an
Initiating Holder, the Company shall (i) give written notice thereof to all of
the Holders (other than Initiating Holders which have requested a registration
under Section 3(a)) and (ii) subject to Section 3(e), include in such
registration all of the Registrable Securities held by such Holders from whom
the Company has received a written request for inclusion therein within twenty
(20) days of the receipt by such Holders of such written notice referred to in
clause (i) above. Each such request by such Holders shall specify the number of
Registrable Securities proposed to be registered. The failure of any Holder to
respond within such 20-day period referred to in clause (ii) above shall be
deemed to be a waiver of such Holder's rights under this Section 3 with respect
to such Demand Registration, provided that any Holder may waive its rights under
this Section 3 prior to the expiration of such 20-day period by giving written
notice to the Company, with a copy to the Initiating Holders.

            (c) Effective Demand Registration. A registration shall not
constitute a Demand Registration until it has become effective and remains
continuously effective for the lesser of (i) the period during which all
Registrable Securities registered in the Demand Registration are sold and (ii)
120 days; provided, however, that a registration shall not constitute a Demand
Registration if (x) after such Demand Registration has become effective, such
registration or the related offer, sale or distribution of Registrable
Securities thereunder is interfered with by any stop order, injunction or other
order or requirement of the SEC or other governmental agency or court for any
reason not attributable to the Initiating Holders and such interference is not
thereafter eliminated or (y) the conditions specified in the underwriting
agreement, if any, entered into in connection with such Demand Registration are
not satisfied or waived, other than by reason of a failure by the Initiating
Holder.

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            (d) Expenses. The Company shall pay all Registration Expenses in
connection with a Demand Registration, whether or not such Demand Registration
becomes effective.

            (e) Underwriting Procedures. If the Company or the Initiating
Holders holding a majority of the Registrable Securities held by all of the
Initiating Holders so elect, the Company shall use its reasonable best efforts
to cause such Demand Registration to be in the form of a firm commitment
underwritten offering and the managing underwriter or underwriters selected for
such offering shall be the Approved Underwriter selected in accordance with
Section 3(f). In connection with any Demand Registration under this Section 3
involving an underwritten offering, none of the Registrable Securities held by
any Holder making a request for inclusion of such Registrable Securities
pursuant to Section 3 hereof shall be included in such underwritten offering
unless such Holder accepts the terms of the offering as agreed upon by the
Company, the Initiating Holders and the Approved Underwriter, and then only in
such quantity as will not, in the opinion of the Approved Underwriter, have a
material adverse effect on the success of such offering by the Initiating
Holders. If the Approved Underwriter advises the Company that the aggregate
amount of such Registrable Securities requested to be included in such offering
is sufficiently large to have a material adverse effect on the success of such
offering, then the Company shall include in such registration only the aggregate
amount of Registrable Securities that the Approved Underwriter believes may be
sold without any such internal adverse effect and shall reduce the amount of
Registrable Securities to be included in such registration by removing
Registrable Securities owned, first by the Company, second by the entities
listed on Schedule II hereto, Mount Sinai and GECC, pro rata based on the number
of Registrable Securities owned by each such Person and third by all other
Holders, pro rata based on the number of Registrable Securities owned by each
such Holder.

            (f) Selection of Underwriters. If any Demand Registration or S-3
Registration, as the case may be, of Registrable Securities is in the form of an
underwritten the Company shall select and obtain an investment banking firm of
national reputation to act as the managing underwriter of the offering (the
"Approved Underwriter"), provided. however, that the Approved Underwriter shall,
in any case, also be approved by the Initiating Holders or S-3 Initiating
Holders, as the case may be, such approval not to be unreasonably withheld,

      4. Incidental or "Piggy-Back" Registration.

            (a) Request for Incidental Registration. At any time after the IPO
Effectiveness Date, if the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering by the Company for its own
account (other than a Registration Statement on Form S-4 or S-8 or any successor
thereto) or for the account of any stockholder of the Company other than the
Initiating Holders pursuant to a Demand Registration, then the Company shall
give written notice of such proposed filing to each of the Holders at least
twenty (20) days before the anticipated filing date, and such notice shall
describe the proposed registration and distribution and offer such Holders the
opportunity to register the number of Registrable Securities as each such Holder
may request (an "Incidental Registration"). The Company shall use its reasonable
best efforts (within ten (10) days of the notice provided for in the preceding
sentence) to cause the managing underwriter or underwriters in the case of a

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proposed underwritten offering (the "Company Underwriter") to permit each of the
Holders who have requested in writing to participate in the Incidental
Registration to include its or his Registrable Securities in such offering on
the same terms and conditions as the securities of the Company or the account of
such other stockholder, as the case may be, included therein. In connection with
any Incidental Registration under this Section 4(a) involving an underwritten
offering, the Company shall not be required to include any Registrable
Securities in such underwritten offering unless the Holders thereof accept the
terms of the underwritten offering as agreed upon between the Company, such
other stockholders, if any, and the Company Underwriter, and then only in such
quantity as the Company Underwriter believes will not have a material adverse
effect on the success of such offering. If the Company Underwriter determines
that the registration of all or part of the Registrable Securities which the
Holders have requested to be included would have a material adverse effect on
the success of such offering, then the Company shall be required to include in
such Incidental Registration, to the extent of the amount that the Company
Underwriter believes may be sold without causing such adverse effect, first, all
of the securities to be offered for the account of the Company or the account of
any other stockholder at the request of which the Company intends to file a
Registration Statement, as the case may be; second, the Registrable Securities
to be offered for the account of the Holders, pro rata based on the number of
Registrable Securities owned by each such Holder; and third, any other
securities requested to be included in such underwritten offering.

            (b) Expenses. The Company shall bear all Registration Expenses in
connection with any Incidental Registration pursuant to this Section 4, whether
or not such Incidental Registration becomes effective.

      5. Form S-3 Registration.

            (a) Request for a Form S-3 Registration. Upon the Company becoming
eligible for use of Form S-3 (or any successor form thereto) under the
Securities Act in connection with a public resale of its securities, in the
event that the Company shall receive from one or more of the Holders (the "S-3
Initiating Holders"), a written request that the Company register, under the
Securities Act on Form S-3 (or any successor form then in effect) (an "S-3
Registration"), all or a portion of the Registrable Securities owned by such S-3
Initiating Holders, the Company shall give written notice of such request to all
of the Holders (other than S-3 Initiating Holders which have requested an S-3
Registration under this Section 5(a)) at least thirty (30) days before the
anticipated filing date of such Form S-3, and such notice shall describe the
proposed registration and offer such Holders the opportunity to register the
number of Registrable Securities as each such Holder may request in writing to
the Company, given within fifteen (15) days after their receipt from the Company
of the written notice of such registration. With respect to each S-3
Registration, the Company shall, subject to Section 5(b), (i) include in such
offering the Registrable Securities of the S-3 Initiating Holders and (ii)
include such offering the Registrable Securities of the Holders (other than S-3
Initiating Holders which have requested an S-3 Registration under this Section
5(a)) who have requested in writing to participate in such registration on the
same terms and conditions as the Registrable Securities of the S-3 Initiating
Holders included therein.

            (b) Limitations on Form S-3 Registrations. If at the time of any
request to register Registrable Securities pursuant to Section 5(a), the Company
is engaged in a registered

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public offering or if the Company shall in good faith certify in writing that
any such registration would require the Company to include disclosure that would
reasonably be expected to have a materially detrimental effect on any proposal,
negotiations or plan by the Company or any of its subsidiaries to engage in any
material acquisition or disposition of assets or any material merger,
consolidation, tender offer, reorganization or similar transaction or any other
material corporate events, contemplated by the Company, then the Company may at
its option direct that such request be delayed for a reasonable period not in
excess of three (3) months, such right to delay a request to be exercised by the
Company not more than once in any twelve (12) month period. In addition, the
Company shall not be required to effect any registration pursuant to Section
5(a), (i) within ninety (90) days after the effective date of any other
Registration Statement of the Company, (ii) if within the twelve (12) month
period preceding the date of such request, the Company has effected two (2)
registrations on Form S-3 pursuant to Section 5(a), (iii) if Form S-3 is not
available for such offering by the S-3 Initiating Holders or (iv) if the S-3
Initiating Holders, together with the Holders (other than S-3 Initiating Holders
which have requested an S-3 Registration under Section 5(a)) registering
Registrable Securities in such registration, propose to sell their Registrable
Securities at an aggregate price (calculated based upon the Market Price of the
Registrable Securities on the date of filing of the Form S-3 with respect to
such Registrable Securities) to the public of less than $2,500,000.

            (c) Expenses. The Company shall bear all Registration Expenses in
connection with any S-3 Registration pursuant to this Section 5, whether or not
such S-3 Registration becomes effective.

            (d) No Demand Registration. No registration requested by any Holder
pursuant to this Section 5 shall be deemed a Demand Registration pursuant to
Section 3.

      6. Holdback Agreements.

            (a) Restrictions on Public Sale by Holders. In connection with any
public offering, each Holder, if requested by the Company and the underwriters
managing such public offering, shall agree not to sell or otherwise transfer or
dispose of any Registrable Securities or other securities of the Company held by
such Holder (other than those Registrable Securities, if any, included in the
public offering) for a specified period of time determined by the Company and
the underwriters following the effective date of a Registration Statement;
provided, however, that: (i) such agreement shall not exceed 180 days from the
effective date of such registration; (ii) all holders of Common Stock holding
not less than the number of shares of Common Stock held by such Holder
(including shares of Common Stock issuable upon the conversion of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or other
convertible or exchangeable securities, or upon the exercise of options,
warrants or other rights) and all officers and directors of the Company enter
into similar agreements; provided, however, that all restrictions set forth in
this Section 6 on all such Holders shall terminate and be of no further force or
effect if any such holder, officer, other Holder, or director is released from,
or otherwise no longer bound by, such restrictions; and (iii) such agreement
shall only apply to the first such Registration Statement covering Common Stock
of the Company to be sold on its behalf to the public in the Initial Public
Offering.

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            (b) Legend. Each certificate representing the Registrable Securities
shall bear a legend substantially in the following form (until such time as such
Registrable Securities cease to be Registrable Securities as set forth herein):

            "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS OF AN INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AMD THE REGISTERED
OWNER OF THIS CERTIFICATE (OR THE REGISTERED OWNER'S PREDECESSOR IN INTEREST),
AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICES OF
THE COMPANY."

      7. Registration Procedures.

            (a) Obligations of the Company. Whenever registration of Registrable
Securities has been requested pursuant to Section 3 or Section 5 of this
Agreement, the Company shall use its reasonable best efforts to cause any such
registration to become and remain effective as soon as practicable, but in any
event not later than forty-five (45) days after it receives a request
thereunder, and whenever registration of Registrable Securities has been
requested pursuant to Section 5 of this Agreement, the Company shall use its
reasonable best efforts to effect the registration and sale of such Registrable
Securities in accordance with, the intended method of distribution thereof as
quickly as practicable, and in connection with any such request under Section 3,
Section 4 or Section 5 of this Agreement, the Company shall, as expeditiously as
possible:

                  (i) prepare and file with the SEC a Registration Statement on
any form for which the Company then qualifies or which counsel for the Company
shall deem appropriate and which form shall be available for the sale of such
Registrable Securities in accordance with the intended method of distribution
thereof, and cause such Registration Statement to become effective; provided,
however, that (x) before filing a Registration Statement or prospectus or any
amendments or supplements thereto, the Company shall provide one counsel
selected by the Holders holding a majority of the Registrable Securities being
registered in such registration ("Holders' Counsel") with an adequate and
appropriate opportunity to review and comment on such Registration Statement and
each prospectus included therein (and each amendment or supplement thereto) to
be filed with the SEC, subject to such documents being under the Company's
control, and (y) the Company shall notify the Holders' Counsel and each seller
of Registrable Securities of any stop order issued or threatened by the SEC and
take all action required to prevent the entry of such stop order or to remove it
if entered;

                  (ii) prepare and file with the SEC such a