REGISTRATION RIGHTS AGREEMENT

all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in the Prospectus.

“Registrable Shares” means (a) the EPIQ Shares issued to Seller pursuant to the Purchase Agreement, whether held by Seller, by any nominee on behalf of Seller or by the Escrow Agent under the Escrow Agreement, and (b) any shares of capital stock issued or issuable, from time to time, upon any reclassification, share combination, share subdivision, stock split, share dividend, merger, consolidation or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to the EPIQ Shares, in each case held at the relevant time by Seller.

“Registration Period” means the period not exceeding, the earlier of (i) the second anniversary of the date of this Agreement, (ii) the date on which Seller may sell all the EPIQ Shares then held by Seller without restriction by the volume limitations of Rule 144(e) of the Securities Act, or (iii) when all Registrable Shares held by Seller have been sold (A) pursuant to a registration statement, (B) to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (C) in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the consummation of the sale.

“Registration Statement” means the EPIQ Shelf Registration, the Seller Shelf Registration, or both the EPIQ Shelf Registration and the Seller Shelf Registration, and for purposes of Section 6 includes any final Prospectus, exhibit, supplement or amendment included in or relating to the Registration Statement.

“Sale Price” has the meaning given that term in Section 13 of this Agreement.

“Securities Act” means the U.S. Securities Act of 1933, as amended, or any similar U.S. federal statue, and the rules and regulations of the SEC thereunder, as may be in effect from time to time.

“Seller Shelf Registration” has the meaning given that term in Section 2(a)  of this Agreement.

“Selling Expense” means all underwriting discounts and selling commissions and stock transfer fees and taxes applicable to the sale of the Registrable Shares, and all fees and expenses of counsel and advisors to Seller or any affiliate of Seller.  If Seller uses an underwriter for purposes of any sale of Registrable Shares under Section 2 , Selling Expenses will also include all expenses of the underwriter and all expenses of EPIQ directly related to the participation of an underwriter in the offering, including incremental legal and accounting costs of EPIQ to satisfy any customary requirements of the underwriter.

“Selling Stockholder” for purposes of Section 6 means Seller and any affiliate of Seller.

“Share Price” means $20.35, determined as set forth in the Purchase Agreement, subject to adjustment after the date hereof to give effect to any reclassification, share combination, share subdivision, stock split, share dividend, merger, consolidation or similar transaction or event or otherwise as a distribution on, in exchange for or with respect to the EPIQ Shares.

“Suspension” has the meaning given that term in Section 5(b)  of this Agreement.

“Suspension Notice” has the meaning given that term in Section 5(b)  of this Agreement.

“ untrue statement ” for purposes of Section 6 includes any untrue statement or alleged untrue statement, or any omission or alleged omission to state in the Registration Statement or Prospectus a

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material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

2.             REGISTRATION; REGISTRATION PROCEDURES.   EPIQ shall:

(a)            subject to receipt of necessary information from Seller, prepare and file with the SEC, as soon as practicable after March 1, 2006, but not later than April 15, 2006, a registration statement (the “Seller Shelf Registration” ) on Form S-3 or any other available form to enable the resale of the Registrable Shares by Seller, Seller’s nominee and the Escrow Agent on a delayed or continuous basis under Rule 415 of the Securities Act, provided, however, that EPIQ will not be responsible for any delay beyond the control of EPIQ in the filing of the Seller Shelf Registration due to delay in the preparation of audited financial statements of nMatrix required to be filed with the SEC in accordance with Form 8-K;

(b)            use its best efforts to cause the Registration Statement to become effective as soon as reasonably practicable after the filing of the Registration Statement;

(c)            use its best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith and take all such other actions as may be necessary to keep the Registration Statement current and effective during the Registration Period;

(d)            promptly furnish to Seller with respect to the Registrable Shares registered under the Registration Statement that number of copies of the Registration Statement, Prospectuses and Preliminary Prospectuses (in electronic form) in conformity with the requirements of the Securities Act and such other documents as Seller may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares by Seller;

(e)            promptly take such action as may be necessary to qualify, or obtain, an exemption for the Registrable Shares under such of the state securities laws of United States jurisdictions as is necessary to qualify, or obtain an exemption for, the sale of the Registrable Shares in states specified in writing by Seller; provided, however, that EPIQ shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;

(f)             advise Seller, within two business days by e-mail, fax or other type of communication, and, if requested by such person, confirm such advice in writing:  (i) after it receives notice or obtains knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceeding for that purpose, or any other order issued by any state securities commission or other regulatory authority suspending the qualification or exemption from qualification of the Registrable Shares under state securities or “blue sky” laws; and it will promptly use its best efforts to prevent the issuance of any stop order or other order or to obtain its withdrawal at the earliest possible moment if such stop order or other order should be issued; (ii) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective; and (iii) after EPIQ receives notice or obtains knowledge of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading; and

(g)            otherwise use its best efforts to comply with all applicable rules and regulations of the SEC that could affect the sale of the Registrable Shares; and

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(h)            use its best efforts to cause all Registrable Shares to be listed on the Nasdaq National Market or any other securities exchange or market, if any, on which equity securities issued by EPIQ are then listed.

3.             EPIQ SHELF REGISTRATION.

(a)            If EPIQ (i) proposes to file a registration statement to enable the sale of shares of common stock by EPIQ on a delayed or continuous basis under Rule 415 of the Securities Act (the “EPIQ Shelf Registration” ), and (ii) proposes to immediately after the effectiveness of the EPIQ Shelf Registration to sell common stock pursuant to the EPIQ Shelf Registration to or through an underwriter or placement agent (whether a firm commitment underwriting, a best efforts underwriting or a placement to institutional investors), EPIQ will notify Seller no less than 15 days prior to the filing of the EPIQ Shelf Registration and offer to include the Registrable Shares then held by Seller in the EPIQ Shelf Registration.  Seller will have 5 days after receipt of written notice of EPIQ’s intention to file the EPIQ Shelf Registration to elect to include the Registrable Shares in the EPIQ Shelf Registration.

(b)            If Seller elects to include Registrable Shares in the EPIQ Shelf Registration, EPIQ will take all steps specified in Section 2(b) through (h)  with respect to the EPIQ Shelf Registration as EPIQ is otherwise required to take with respect to the Seller Shelf Registration.

(c)            If EPIQ proposes to sell shares of common stock for EPIQ’s account under the EPIQ Shelf Registration through an underwriter or placement agent, EPIQ will, to the extent permitted by the underwriter or placement agent, include some or all the Registrable Shares held by Seller in the offering by the underwriter or placement agent on behalf of EPIQ.  If any proposed distribution under the EPIQ Shelf Registration will be by or through a placement agent or underwriter, the right of Seller to participate in the distribution will be subject to the following conditions:  (i) Seller enters into, and perform its obligations under, an underwriting agreement in customary form with the managing underwriter selected for the underwriting; (ii) during the course of the public offering or institutional placement, Seller cooperates with EPIQ and takes such actions as are customarily required by underwriters in those circumstances; (iii) during the period that the Registration Statement is effective, Seller makes no other distribution of Registrable Shares; and (iv) if the underwriters for the public offering of securities of EPIQ so request in writing of Seller and certain officers and directors of EPIQ, Seller agrees not to sell any EPIQ common stock held by Seller (other than Registrable Shares being registered in the offering), without the consent of the underwriters, for a period of not less than the period during which the requested officers of EPIQ agree not to effect such sales.  If EPIQ is advised in writing in good faith by any managing underwriter of the common stock being offered in a public offering or institutional placement that the number of shares of common stock proposed to be offered is greater than the amount that can be offered without adversely affecting the offering, EPIQ may, at its sole discretion, reduce the number of Registrable Shares included in the offering, it being understood that the securities to be included in the offering will first be allocated to EPIQ and then pro rata among Seller and any other stockholders seeking to include securities in the offering.

4.             SELLER OBLIGATIONS.

(a)            In connection with the filing of either Registration Statement, Seller will furnish to EPIQ as expeditiously as possible, such documents or information with respect to itself and the proposed sale or distribution of the Registrable Shares, as is reasonably necessary in order to assure compliance of U.S. federal and applicable state securities laws.  In addition, as a condition to any proposed sale or distribution of the Registrable Shares, Seller agrees that, in connection with any proposed sale or distribution of Registrable Shares, Seller will comply with applicable prospectus delivery requirements,

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and that such shares of Registrable Shares will be sold or distributed in accordance with the method of sale set forth in the Registration Statement.

(b)            Seller will promptly notify EPIQ in writing of any changes in the information set fo