TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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                                                                     Exhibit 4.2

                           TENTH AMENDED AND RESTATED
                            INVESTOR RIGHTS AGREEMENT

     THIS TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this
"Agreement"), is entered into on September 2, 2004 among ALSIUS CORPORATION, a
California corporation (the "Company"), and certain investors in the Company
listed on Exhibit A hereto (as it may be amended from time to time pursuant to
the terms hereof) ("Investors").

                                   WITNESSETH:

     WHEREAS, pursuant to the Restated Articles (as defined in that certain
Series F Preferred Stock Purchase Agreement, dated as of the date hereof, among
the Company and such Investors named therein (the "Series F Agreement")), the
outstanding shares of Series C-1, Series C-2 and Series D Preferred Stock have
been reclassified into shares of Series C-D Preferred Stock;

     WHEREAS, certain of the Investors hold shares of the Company's Common
Stock, Series A, Series B, Series C-D, Series E and/or Series F Preferred Stock
(the "Prior Parties") and possess registration rights, information rights,
rights of first refusal, and other rights pursuant to that certain Ninth Amended
and Restated Investor Rights Agreement, dated as of December 23, 2003, between
the Company, such Investors and certain other shareholders of the Company (the
"Ninth Restated Agreement");

     WHEREAS, on the date hereof, CHANNEL Medical Partners, L.P. ("CHANNEL"),
Canaan Equity II L.P., Canaan Equity II L.P. (QP) and Canaan Equity II
Entrepreneurs LLC ("Canaan") and other existing Investors are purchasing Series
F Preferred Stock of the Company pursuant to a Series F Agreement;

     WHEREAS, it is a condition to the obligations of CHANNEL and Canaan that
this Agreement be executed by the parties hereto, and the parties are willing to
execute, and to be bound by the provisions of, this Agreement;

     WHEREAS, the undersigned Prior Parties desire to terminate the Ninth
Restated Agreement and to accept on behalf of themselves and all other
Investors, the rights created pursuant hereto in lieu of the rights granted to
them under the Ninth Restated Agreement;

     WHEREAS, the Investors and the Company are executing this Agreement to,
among other things, amend Section 2.3(b) of the Ninth Restated Agreement to
change the number of shares of Common Stock that may be issued to employees,
officers, directors and consultants from 900,000,000 shares to 2,100,000 shares
to reflect the 500-for-1 reverse split of the Company's capital stock effected
on March 22, 2004 and an increase in the number of authorized shares reserved
for issuance to employees, officers, directors and consultants, to amend Section
3.6 of the Ninth Restated Agreement to clarify the requirements to amend the
agreement, to reflect the reclassification of the Series C-1, Series C-2 and
Series D Preferred Stock into Series C-D Preferred Stock, to make certain other
changes to the Ninth Restated Agreement in connection with the sale of the
Series F Preferred Stock to CHANNEL and Canaan, and to make CHANNEL and Canaan
parties to the Ninth Restated Agreement; and


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     WHEREAS, the Investors executing this Agreement hold a majority of the
shares held by all investors who are party to the Ninth Restated Agreement and a
majority of the shares of Series C-D, Series E and Series F Preferred Stock or
Common Stock issuable upon conversion thereof, and therefore, have the power
under Section 3.6 of the Ninth Restated Agreement to amend such agreement.

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties to the Ninth Restated Agreement hereby agree that the
Ninth Restated Agreement shall be superseded and replaced in its entirety by
this Agreement, and the parties hereto further agree as follows:

                                   SECTION 1
                               REGISTRATION RIGHTS

          1.1 Certain Definitions. As used in this Agreement, the following
terms shall have the following respective meanings:

     "Act" means the Securities Act of 1933, as amended.

     "Bridge Notes" shall mean the convertible promissory notes made by the
Company, dated April 30, 2003, in connection with a bridge financing of the
Company of approximately $3,088,000 and the convertible promissory notes made by
the Company, dated November 20, 2003, in connection with a bridge financing of
$500,000.

     "Commission" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Act.

     "Common Stock" shall mean common stock of the Company, no par value.

     "Company" shall have the meaning assigned to such term in the Preamble
hereto.

     "Holder" shall mean any person holding Registrable Securities (or
securities convertible into or exchangeable for Registrable Securities) to whom
the rights under this Section 1 were granted directly from the Company and any
person holding Registrable Securities (or securities convertible into or
exchangeable for Registrable Securities) to whom the rights under this Section 1
have been transferred in accordance with Section 1.10 hereof.

     "Initiating Holders" shall have the meaning set forth in Section 1.2
hereof.

     "Qualified IPO" shall mean a firm underwritten public offering by the
Company of its Common Stock, with net proceeds of at least $20,000,000 and with
a price per share of at least $0.025 (adjusted for any stock splits, stock
dividends or recapitalizations), prior to the deduction of underwriting
commissions and offering expenses.

     "Registrable Securities" means (i) the Common Stock issued in exchange for
the common stock issued by Retroperfusion Systems, Inc. ("RSI") upon conversion
of the RSI Series B, Series C and Series D Preferred Stock and in exchange for
the RSI Series E and


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Series F Preferred Stock, (ii) the Common Stock issued upon exercise of the
warrants issued under the Loan and Warrant Subscription Agreements dated on or
about August 17, 1993, (iii) the Common Stock issued under the Loan and Warrant
Subscription Agreements dated October 1994, (iv) the Common Stock issued or
issuable upon conversion of the Series A, Series B, Series C-D, Series E and
Series F Preferred Stock (v) the Common Stock issuable upon conversion of the
Warrants issued in connection with the Bridge Notes and (vi) any Common Stock of
the Company issued or issuable in respect of the above described securities upon
any stock split, stock dividend, recapitalization, or similar event, or any
Common Stock otherwise issued or issuable with respect to the above described
securities; provided, however, that shares of Common Stock or other securities
shall not be treated as Registrable Securities for purposes of Section 1 hereof
if they have been sold to or through a broker or dealer or underwriter in a
public distribution or a public securities transaction.

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

     "Registration Expenses" shall mean all expenses, except as otherwise stated
below, incurred by the Company in complying with Sections 1.2, 1.3 and 1.4
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses and the expense of any regular or
special audits incident to or required by any such registration (but excluding
the compensation of regular employees of the Company which shall be paid in any
event by the Company).

     "Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Holders.

     "Series A Preferred Stock" shall mean the Series A Preferred Stock of the
Company acquired pursuant to the Series A Preferred Stock Subscription
Agreements of various dates.

     "Series B Preferred Stock" shall mean the Series B Preferred Stock of the
Company acquired pursuant to the Note Conversion Agreement dated May 31, 1996.

     "Series C-D Preferred Stock" shall mean the Series C-D Preferred Stock
issued upon exchange of (i) the Series C-1 and Series C-2 Preferred Stock of the
Company issued pursuant to the Series C-1 and Series C-2 Preferred Stock
Purchase Agreement dated as of March 14, 1997, including 106,250 shares of
Series C-1 Preferred Stock issued to Guidant Corporation in exchange for
consulting services, (ii) 163,077 shares of Series C-2 Preferred Stock of the
Company issued to Guidant Corporation pursuant to the Termination Agreement and
Release dated November 1, 1998 by and between the Company and Guidant
Corporation (the "Termination and Release"), (iii) the Series C-2 Preferred
Stock of the Company issued pursuant to the Series C-2 Agreement and (iv) the
Series D Preferred Stock of the Company acquired pursuant to the Series D
Preferred Stock Purchase Agreement dated as of May 17, 2000.


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     "Series E Preferred Stock" shall mean the Series E Preferred Stock of the
Company acquired pursuant to the Series E Preferred Stock Purchase Agreement
dated as of November 8, 2000, and the Series E Preferred Stock Purchase
Agreement dated as of July 17, 2002.

     "Series F Preferred Stock" shall mean the Series F Preferred Stock of the
Company acquired pursuant to the Series F Preferred Stock Purchase Agreement,
dated as of the date of December 23, 2003, or acquired pursuant to the Series F
Preferred Stock Purchase Agreement dated as of the date of this Agreement.

      "Warrants" means those certain warrants to purchase Common Stock of the
Company, dated April 30, 2003, issued to the initial purchasers of the Bridge
Notes.

          1.2 Requested Registration.

               (a) In case the Company shall receive at any time after the
earlier of (i) September 1, 2004 and (ii) six (6) months after the effective
date of the first registration statement filed by the Company covering an
offering of any of its securities to the public, a written request from Holders
("Initiating Holders") that the Company effect any registration, qualification
or compliance with respect to at least forty percent (40%) of the Registrable
Securities (or any lesser number of Registrable Securities if the anticipated
aggregate offering price to the public from the proposed sale of such
Registrable Securities, net of underwriting discounts and commissions, would
exceed $8,000,000), the Company will:

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

                    (ii) as soon as practicable, use its best efforts to effect
such registration, qualification or compliance (including, without limitation,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the Act
and any other governmental requirements or regulations) as may be so requested
and as would permit or facilitate the sale and distribution of all or such
portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written request received
by the Company within twenty (20) days after receipt of such written notice from
the Company;

provided, however, that the Company shall not be obligated to take any action to
effect any such registration, qualification or compliance pursuant to this
Section 1.2:

                          (A) In any particular jurisdiction in which the Company
would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Act;

                         (B) During the period starting with the date sixty (60)
days prior to the Company's estimated date of filing of, and ending on the date
one hundred eighty (180) days immediately following the effective date of, any
registration statement pertaining to securities of the Company (other than a
registration of securities in a Rule 145


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transaction or with respect to an employee benefit plan), provided that the
Company is actively employing in good faith all reasonable efforts to cause such
registration statement to become effective;

                         (C) After the Company has effected two such
registrations pursuant to this Section 1.2(a), and such registrations have been
declared or ordered effective; or

                         (D) If the Company shall furnish to such Holders a
certificate signed by the Chairman of the Board of Directors of the Company
stating that in the good faith judgment of the Board of Directors it would be
seriously detrimental to the Company or its shareholders for a registration
statement to be filed at such time, then the Company's obligation to use its
best efforts to register, qualify or comply under this Section 1.2 shall be
deferred for a period not to exceed ninety (90) days from the date of receipt of
written request from the Initiating Holders; provided, however, the Company may
only defer one registration pursuant to this Section 1.2(a)(ii)(D) in any twelve
month period.

     Subject to the foregoing clauses (A) through (D), the Company shall file a
registration statement covering the Registrable Securities so requested to be
registered as soon as practicable, after receipt of the request or requests of
the Initiating Holders.

               (b) In the event that a registration pursuant to Section 1.2 is
for a registered public offering involving an underwriting, the Company shall so
advise the Holders as part of the notice given pursuant to Section 1.2(a)(i). In
such event, the right of any Holder to registration pursuant to Section 1.2
shall be conditioned upon such Holder's participation in the underwriting
arrangements required by this Section 1.2, and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent requested shall be
limited to the extent provided herein.

     The Company shall (together with all Holders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting by a
majority in interest of the Initiating Holders, but subject to the Company's
reasonable approval. Notwithstanding any other provision of this Section 1.2, if
the managing underwriter advises the Initiating Holders in writing that
marketing factors require a limitation of the number of shares to be,
underwritten, then the Company shall so advise all holders of Registrable
Securities and the number of shares of Registrable Securities that may be
included in the registration and underwriting shall be allocated among all
Holders who have elected to participate in the registration (except those
Holders who have indicated to the Company their decision not to distribute any
of their Registrable Securities through such underwriting) in proportion, as
nearly as practicable, to the respective amounts of Registrable Securities held
by such Holders at the time of filing the registration statement. No Registrable
Securities excluded from the underwriting by reason of the underwriter's
marketing limitation shall be included in such registration. To facilitate the
allocation of shares in accordance with the above provisions, the Company or the
underwriters may round the number of shares allocated to any Holder to the
nearest 100 shares.


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     If any Holder of Registrable Securities disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the managing underwriter and the Initiating Holders. In the event
of any such withdrawal, the participating Holders may increase their
participation pro rata up to the amount equal to the withdrawn securities.

          1.3 Company Registration.

               (a) If at any time or from time to time the Company shall
determine to register any of its securities, either for its own account or the
account of a security holder or holders, other than (i) a registration relating
solely to employee benefit plans, or (ii) a registration relating solely to a
Commission Rule 145 transaction, the Company will:

                    (i) promptly give to each Holder written notice thereof; and

                    (ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within twenty (20) days after receipt of such written notice
from the Company, by any Holder.

               (b) If the registration of which the Company gives notice is for
a registered public offering involving an underwriting, the Company shall so
advise the Holders as a part of the written notice given pursuant to Section
1.3(a)(i). In such event the right of any Holder to registration pursuant to
Section 1.3 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of Registrable Securities in the underwriting to
the extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company and the other holders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter selected
for such underwriting by the Company. Notwithstanding any other provision of
this Section 1.3, if the managing underwriter determines that marketing factors
require a limitation of the number of shares to be underwritten, the managing
underwriter may limit the Registrable Securities or other securities to be
included in such registration, provided, however, that after the Company's
initial firm commitment underwritten public offering (the "IPO") no such
limitation shall reduce the percentage of Registrable Securities included in
such registration below fifty percent (50%). In the Company's IPO, such
limitation may reduce the percentage of Registrable Securities included in such
registration to 0%. The Company shall so advise all Holders and other holders
distributing their securities through such underwriting and the number of shares
of Registrable Securities and other securities that may be included in the
registration and underwriting shall be allocated among all Holders and such
other holders in proportion, as nearly as practicable, to the respective amounts
of Registrable Securities and other securities contractually entitled to
registration in the offering held by such Holders and such other holders at the
time of filing the registration statement. To facilitate the allocation of
shares in accordance with the above provisions, the Company may round the number
of shares allocated to any Holder or holder to the nearest 100 shares. If any
Holder or holder disapproves of the terms of any such underwriting, he may elect
to withdraw therefrom by written notice to the Company and the managing
underwriter. In the event of any such withdrawal, the participating


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Holders may increase their participation pro rata up to the amount equal to the
withdrawn securities.

               (c) The Company shall have the right to terminate or withdraw any
registration initiated by it under this Section 1.3 prior to the effectiveness
of such registration whether or not any Holder has elected to include securities
in such registration.

          1.4 Registration on Form S-3.

               (a) If any Holder or Holders request that the Company file a
registration statement on Form S-3 (or any successor form to Form S-3) for a
public offering of shares of the Registrable Securities the reasonably
anticipated aggregate price to the public of which, net of underwriting
discounts and commissions, would exceed $1,000,000, and the Company is a
registrant entitled to use Form S-3 to register the Registrable Securities for
such an offering, the Company shall use its best efforts to cause such
Registrable Securities to be registered for the offering on such form and to
cause such Registrable Securities to be qualified in such jurisdictions as the
Holder or Holders may reasonably request; provided, however, that the Company
shall not be required to effect more than one registration pursuant to this
Section 1.4 in any twelve (12) month period. In the event that a registration
statement pursuant to this Section 1.4 is for a registered public offering
involving an underwriting, the substantive provisions of Section 1.2(b) shall be
applicable to such registration initiated under this Section 1.4.

                (b) Notwithstanding the foregoing, the Company shall not be
obligated to take any action pursuant to this Section 1.4: (i) in any particular
jurisdiction in which the Company would be required to execute a general consent
to service of process in effecting such registration, qualification or
compliance unless the Company is already subject to service in such jurisdiction
and except as may be required by the Act; (ii) if the Company, within ten (10)
days of the receipt of the request of the Initiating Holders, gives notice of
its bona fide intention to effect the filing of a registration statement with
the Commission within forty-five (45) days of receipt of such request (other
than with respect to a registration statement relating to a Rule 145
transaction, an offering solely to employees or any other registration which is
not appropriate for the registration of Registrable Securities); provided that
the Company is actively employing in good faith all reasonable efforts to cause
such registration statement to become effective and the Registrable Securities
which are the subject of the requested registration will be included in such
Company initiated registration; or (iii) if the Company shall furnish to such
Holder a certificate signed by the Chairman of the Board of Directors of the
Company stating that in the good faith judgment of the Board of Directors it
would be seriously detrimental to the Company or its shareholders for a
registration statement to be filed at such time, then the Company's obligation
to use its best efforts to file a registration statement shall be deferred for a
period not to exceed ninety (90) days from the receipt of the request to file
such registration by such Holder; provided, however, the Company may only defer
one registration pursuant to this Section 1.4(b) in any twelve month period.

          1.5 Expenses of Registration. All Registration Expenses, excluding
underwriting discounts and commissions, incurred in connection with any
registration effected pursuant to the terms of Section 1.2, 1.3 and 1.4 hereof,
shall be borne by the Company.


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However, if any Holder elects to withdraw from an underwriting under Section 1.2
or 1.4, then that Holder shall be responsible for all of its Registration
Expenses for that particular registration. All Selling Expenses relating to
securities registered on behalf of the Holders and all other registration
expenses shall be borne by the Holders of such securities pro rata on the basis
of the number of shares so registered.

          1.6 Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 1,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof. At its expense the Company will:

               (a) Prepare and file with the Commission a registration statement
with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for at least one hundred
twenty (120) days or until the distribution described in the Registration
Statement has been completed; provided, however, in the case of any registration
of Registrable Securities on Form S-3 which are intended to be offered on a
continuous or delayed basis, such one hundred twenty (120) day period shall be
extended, if necessary, to keep the registration statement effective until all
such Registrable Securities are sold, provided that Rule 415, or any successor
rule under the Act, permits an offering on a continuous or delayed basis, and
provided further that applicable rules under the Act governing the obligation to
file a post-effective amendment permit, in lieu of filing a post-effective
amendment that (A) includes any prospectus required by section 10(a)(3) of the
Act or (B) reflects facts or events representing a material or fundamental
change in the information set forth in the registration statement, the
incorporation by reference of information required to be included in (A) and (B)
above to be contained in periodic reports filed pursuant to section 13 or 15(d)
of the Exchange Act (as defined below) in the registration statement.

               (b) As promptly as practicable, prepare and file with the
Commission 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 Act with respect to the
disposition of all securities covered by such registration statement.

               (c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.

               (d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the 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.

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


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               (f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the 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 and as
soon as practicable thereafter, prepare and furnish to each Holder a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such shares,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light of the
circumstances then existing.

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

               (h) 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.

               (i) Use its best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at
least twelve (12) months, but not more than eighteen (18) months, beginning with
the first month after the effective date of any registration statement, which
earnings statement shall satisfy the provisions of section 11(a) of the Act.

               (j) Furnish, at the request of any Holder requesting registration
of Registrable Securities pursuant to this Section 1, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 1, (i) an opinion, dated such date,
of the counsel representing the Company for the purposes of such registration,
in form and substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities and (ii) a letter dated such
date, from the independent accountants of the Company, in form and substance as
is customarily given by independent accountants to underwriters in an
underwritten public offering, addressed to the underwriters, if any, and to the
Holders requesting registration of Registrable Securities.

          1.7 Indemnification.

               (a) The Company will indemnify each Holder, each of its officers
and directors and partners, and each person controlling such Holder within the
meaning of section 15 of the Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Section 1, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of section 15 of the Act, against all expenses, claims, losses,
damages or liabilities (or actions in respect thereof), including any of the
foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue


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<PAGE>

statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading, or any violation by the Company of any federal, state or common
law rule or regulation applicable to the Company in connection with any such
registration, qualification or compliance, and the Company will reimburse each
such Holder, each of its officers and directors, and each person controlling
such Holder, each such underwriter and each person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission or alleged untrue
statement or omission, made in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed by such
Holder, controlling person or underwriter and stated to be specifically for use
therein.

               (b) Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers, each underwriter, if any, of the Company's
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of section 15 of the Act, and
each other such Holder, each of its officers and directors and each person
controlling such Holder within the meaning of section 15 of the Act, against all
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus, offering
circular or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company, such Holders,
such directors, officers, persons, underwriters or control persons for any legal
or any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with written information furnished to the Company by an instrument
duly executed by such Holder and stated to be specifically for use therein.
Notwithstanding the foregoing, the liability of each Holder under this
subsection (b) shall be limited in an amount equal to the public offering price
of the shares sold by such Holder. A Holder will not be required to enter into
any agreement or undertaking in connection with any registration under this
Section 1.7 providing for any indemnification or contribution on the part of
such Holder greater than the Holder's obligations under this Section 1.7(b).

               (c) Each party entitled to indemnification under this Section 1.7
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (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


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<PAGE>

by the Indemnified Party (whose approval shall not unreasonably be withheld),
and the Indemnified Party may participate in such defense at such party's
expense, provided, however, that the Indemnifying Party shall bear the expense
of independent counsel for the Indemnified Party if the Indemnified Party
reasonably determines that representation of both parties by the same counsel
would be inappropriate due to actual or potential conflicts of interest, 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 1.7 unless the failure to give such notice is materially
prejudicial to an Indemnifying Party's ability to defend such action and
provided further, that the Indemnifying Party shall not assume the defense for
matters as to which there is a conflict of interest or separate and different
defenses. 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 to such