EXHIBIT 10.2 STOCKHOLDER AGREEMENT

Shareholder Agreement

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FORD MOTOR CO | VISTEON CORPORATION

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Title: EXHIBIT 10.2 STOCKHOLDER AGREEMENT
Governing Law: Michigan Date: 10/6/2005
Industry: Auto and Truck Manufacturers Law Firm: Weil, Gotshal & Manges LLP Sector: Consumer Cyclical

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EXHIBIT 10.2

STOCKHOLDER AGREEMENT

dated as of

October 1, 2005

between

VISTEON CORPORATION

and

FORD MOTOR COMPANY

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TABLE OF CONTENTS

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PAGE

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ARTICLE 1

DEFINITIONS

Section 1.01. Definitions................................................ 1

ARTICLE 2

REGISTRATION RIGHTS

Section 2.01. Shelf Registration......................................... 4

Section 2.02. Demand Registration........................................ 4

Section 2.03. Postponement............................................... 7

Section 2.04. Piggyback Registration..................................... 8

Section 2.05. Expenses................................................... 9

Section 2.06. Registration and Qualification............................. 9

Section 2.07. Underwriting; Due Diligence................................ 12

Section 2.08. Indemnification and Contribution........................... 13

Section 2.09. Rule 144 and Form S-3...................................... 17

Section 2.10. Lock-Up Agreements......................................... 17

Section 2.11. Inconsistent Agreements.................................... 18

ARTICLE 3

VOTING

Section 3.01. Voting of Warrant Shares................................... 18

ARTICLE 4

STANDSTILL

Section 4.01. Standstill................................................. 19

ARTICLE 5

HEDGING

Section 5.01. Limitations on Hedging..................................... 21

Section 5.02. Notice..................................................... 21

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ARTICLE 6

TRANSFER RESTRICTIONS

Section 6.01. Transfers; Rights of Transferees of Registrable

Securities; Legends........................................ 22

ARTICLE 7

MISCELLANEOUS

Section 7.01. Remedies................................................... 23

Section 7.02. Waiver; Consents to Amendments............................. 23

Section 7.03. Successors and Assigns..................................... 23

Section 7.04. Severability............................................... 24

Section 7.05. Counterparts; Effectiveness; Third Party Beneficiaries.... 24

Section 7.06. Descriptive Headings; Interpretation....................... 24

Section 7.07. Governing Law.............................................. 24

Section 7.08. Dispute Resolution......................................... 24

Section 7.09. Jurisdiction............................................... 25

Section 7.10. WAIVER OF JURY TRIAL....................................... 26

Section 7.11. Addresses and Notices...................................... 26

Section 7.12. Business Days.............................................. 27

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STOCKHOLDER AGREEMENT

AGREEMENT (this "AGREEMENT") dated as of October 1, 2005 between Ford Motor

Company, a Delaware corporation ("FORD"), and Visteon Corporation, a Delaware

corporation (the "COMPANY").

WITNESSETH:

WHEREAS, pursuant to the Visteon "A" Transaction Agreement dated as of

September 12, 2005 between Ford and the Company (the "TRANSACTION AGREEMENT"),

among other things Ford is acquiring a warrant for the purchase of shares of

common stock, par value $1.00 per share, of the Company (the "COMMON STOCK");

and

WHEREAS, the parties hereto desire to enter into this Agreement to govern

certain of their rights, duties and obligations after consummation of the

transactions contemplated by the Transaction Agreement;

NOW, THEREFORE, in consideration of the mutual promises made herein and

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto, intending to be legally bound, agree as

follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. (a) The following capitalized terms shall have

the meanings set forth below:

"AFFILIATE" means, with respect to any Person, any other Person directly or

indirectly controlling, controlled by, or under common control with such other

Person. For the purpose of this definition, the term "control" (including, with

correlative meanings, the terms "controlling", "controlled by" and "under common

control with"), as used with respect to any Person, means having the right to

elect a majority of the board of directors or other comparable body responsible

for management and direction of a Person, or otherwise having, directly or

indirectly, the power to direct or cause the direction of the management and

policies of such Person, by contract or by virtue of share ownership.

"BENEFICIAL OWNERSHIP" shall be determined in accordance with Rule 13d-3

under the 1934 Act.

"BOARD OF DIRECTORS" means the board of directors of the Company.

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"BUSINESS DAY" means a day, other than Saturday, Sunday or other day on

which commercial banks in Detroit, Michigan are authorized or required by law to

close.

"CLOSING" means the date on which the transactions contemplated by the

Transaction Agreement are consummated.

"HEDGING TRANSACTION" means, with respect to any security, a short sale

with respect to such security, entering into or acquiring an offsetting

derivative contract with respect to such security, entering into or acquiring a

futures or forward contract to deliver such security or entering into any other

hedging or other derivative transaction that has the effect of materially

changing the economic benefits and risks of ownership.

"HOLDER" means Ford and, subject to Article 6, any Permitted Transferees.

"INITIAL REQUESTING HOLDER" means the Requesting Holders initiating the

registration pursuant to the first sentence of Section 2.02(a).

"MAJORITY HOLDERS" means the Holders holding a majority in aggregate of the

Registrable Securities held by all Holders.

"1933 ACT" means the Securities Act of 1933, as amended, and the rules and

regulations promulgated thereunder.

"1934 ACT" means the Securities Exchange Act of 1934, as amended, and the

rules and regulations promulgated thereunder.

"OTHER SECURITIES" has the meaning ascribed thereto in Section 2.04(a).

"PERMITTED TRANSFEREE" means any Person to whom the Registrable Securities

are transferred in accordance with Article 6.

"PERSON" means an individual, corporation, partnership, limited liability

company, association, trust or other entity or organization, including a

government or political subdivision or an agency or instrumentality thereof.

"REGISTRABLE SECURITIES" means (i) the Warrant Shares and (ii) any

securities issued directly or indirectly with respect to such securities by way

of a split, dividend, or other division of securities, or in connection with a

combination of securities, recapitalization, merger, consolidation or other

reorganization of the Company. As to any particular Registrable Securities, such

Registrable Securities shall cease to be Registrable Securities when they (A)

have been effectively registered under the 1933 Act and disposed of in

accordance with the registration statement covering them, (B) have been sold

pursuant to Rule 144 under the 1933 Act, (C) could immediately be sold pursuant

to Rule 144(k) under the 1933 Act or (D) have been repurchased by the Company or

otherwise cease to be outstanding.

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"REGISTRATION EXPENSES" means any and all expenses incident to performance

of or compliance with any registration or marketing of securities pursuant to

Article 2, including (i) the fees, disbursements and expenses of the Company's

counsel and accountants in connection with this Agreement and the performance of

the Company's obligations hereunder (including the expenses of any annual audit

letters and "cold comfort" letters required or incidental to the performance of

such obligations); (ii) all expenses, including filing fees, in connection with

the preparation, printing and filing of the registration statement, any

preliminary prospectus or final prospectus, any other offering document and

amendments and supplements thereto and the mailing and delivering of copies

thereof to any underwriters and dealers; (iii) the cost of printing and

producing any agreements among underwriters, underwriting agreements, selling

group agreements and any other customary documents in connection with the

marketing of securities pursuant to Article 2; (iv) all expenses in connection

with the qualification of the securities to be disposed of for offering and sale

under state securities laws, including the reasonable fees and disbursements of

counsel for the underwriters or the Holders of securities in connection with

such qualification and in connection with any blue sky and legal investment

surveys, including the cost of printing and producing any such blue sky or legal

investment surveys; (v) the filing fees incident to securing any required review

by the National Association of Securities Dealers, Inc. of the terms of the

securities being registered pursuant to Article 2; (vi) transfer agents' and

registrars' fees and expenses and the fees and expenses of any other agent or

trustee appointed in connection with such offering; (vii) all security engraving

and security printing expenses; (viii) all fees and expenses payable in

connection with the listing of the securities on any securities exchange or

automated interdealer quotation system; (ix) the costs and expenses of the

Company and its officers relating to analyst or investor presentations, if any,

or any "road show" undertaken in connection with the registration and/or

marketing of any Registrable Securities; and (x) the reasonable fees and

expenses (up to a maximum of Thirty Thousand Dollars ($30,000) in the aggregate

for all registrations contemplated by this Agreement) of no more than one legal

counsel to the Holders selected by Holders holding a majority of the Registrable

Securities included in the relevant registration statement, as applicable. In no

event shall Registration Expenses be deemed to include underwriting discounts

and commissions, brokerage fees and transfer taxes, if any.

"REQUESTING HOLDERS" means the Holders requesting the registration of their

Registrable Securities pursuant to Section 2.02(a) or 2.02(f).

"RULE 415 OFFERING" means an offering on a delayed or continuous basis

pursuant to Rule 415 (or any successor rule to similar effect) promulgated under

the 1933 Act.

"SEC" means the Securities and Exchange Commission.

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"SELLING HOLDER" means a Holder of Registrable Securities included in the

relevant registration statement.

"SHELF REGISTRATION STATEMENT" means a "shelf" registration statement of

the Company relating to a Rule 415 Offering which covers all of the Registrable

Securities held by the Holders, on Form S-3 under the 1933 Act, and all

amendments and supplements to such registration statement, including

post-effective amendments, in each case including the Prospectus contained

therein, all exhibits thereto and all materials incorporated by reference

therein.

"WARRANT" means the Warrant to purchase shares of Common Stock as described

in the Transaction Agreement.

"WARRANT SHARES" means the shares of Common Stock deliverable upon exercise

of the Warrant, as adjusted from time to time.

ARTICLE 2

REGISTRATION RIGHTS

Section 2.01. Shelf Registration. Provided that the Company is eligible to

file a registration statement on Form S-3, it shall, not later than 270 days

after the date hereof or, if later, as soon as is reasonably practicable after

it becomes eligible to file a registration statement on Form S-3, cause to be

filed a Shelf Registration Statement, and shall use its reasonable best efforts

to have such Shelf Registration Statement declared effective by the SEC within

one year after the date hereof or as soon as is reasonably practicable after it

becomes eligible to use Form S-3.

(b) Subject to the terms of this Agreement, the Company agrees to use

reasonable best efforts to keep the Shelf Registration Statement continuously

effective from the date the SEC declares the Shelf Registration Statement

effective until the first date that the Holders cease to hold any Registrable

Securities.

Section 2.02. Demand Registration. If at any time after the first

anniversary of the Closing or after a Change of Control (as defined in the

Warrant), a Shelf Registration Statement is not effective (subject to any

permitted postponement pursuant to Section 2.03), the Majority Holders may

request in writing that the Company effect the registration under the 1933 Act

of any or all of the Registrable Securities held by such requesting Holders,

which notice shall specify the intended method or methods of disposition of such

Registrable Securities. Except as otherwise provided herein, the Company shall

prepare and (within ninety (90) days after such request has been given) file

with the SEC a registration statement with respect to (x) all Registrable

Securities included in such request and (y) all Registrable Securities included

in any request delivered

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by the Requesting Holders pursuant to Section 2.02(f), and thereafter use its

reasonable best efforts to effect the registration under the 1933 Act and

applicable state securities laws of such Registrable Securities for disposition

in accordance with the intended method or methods of disposition stated in such

request; provided that the Company shall not be obligated to effect any such

registration pursuant to this Section 2.02(a) if (i) within thirty (30) days of

receipt of a written request from the Requesting Holders, the Company gives

notice to the Requesting Holders that the Company intends to effect an offering

of the Company's securities for the Company's account and has taken substantial

steps (including, but not limited to, selecting a managing underwriter or

placement agent for such offering) and is proceeding with reasonable diligence

to effect such offering (provided that in such case, the Company shall, subject

to Section 2.04(c), use its reasonable best efforts to include in the

registration relating to such public offering all Registrable Securities

requested to be included by any Holder pursuant to Section 2.04(c) and, in the

event Section 2.04(c) applies to such registration, shall include in such

registration a number of such Registrable Securities that is equal to at least

25% of the shares of Common Stock (on an as-converted basis, with respect to

securities convertible into or exchangeable for Common Stock to be included in

such registration) that the Company is registering pursuant to such

registration) or (ii) the Requesting Holders propose to sell less than all

Registrable Securities then held by them pursuant to such registration statement

and the estimated aggregate price to the public of such Registrable Securities

is less than Five Million Dollars ($5,000,000).

(b) The Majority Holders may collectively exercise their rights under this

Section 2.02 on not more than three occasions.

registration statement pursuant to this Section 2.02 while any registration

statement that has been filed pursuant to this Section 2.02 has yet to become

effective or within six months following the effectiveness of any registration

statement on Form S-1 that was filed pursuant to this Section 2.02.

(d) A registration pursuant to this Section 2.02 shall not be deemed to

have been effected (and, therefore, rights of a Requesting Holder shall be

deemed not to have been exercised for purposes of paragraph (a) above) (i) if it

has not become effective, (ii) if after it has become effective such

registration (or the use of the prospectus contained in such registration

statement) is (A) interfered with by any stop order, injunction or other order

or requirement of the SEC or other governmental agency or court for any reason

other than a misrepresentation or an omission by any Holder or underwriter or

(B) delayed, withdrawn, suspended or terminated and, in each case, as a result

thereof, the Registrable Securities requested to be registered cannot be

completely distributed in accordance with the plan of distribution set forth in

the related registration statement (until such time as the Registrable

Securities requested to be registered may be completely distributed in

accordance with the plan of distribution set forth in the related

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registration statement) or (iii) if the conditions to closing specified in any

purchase agreement or underwriting agreement containing customary terms for

secondary offerings by selling securityholders entered into by the Company in

connection with such registration are not satisfied or waived other than because

of some act or omission by any Holder or underwriter.

(e) In the event that any registration pursuant to Section 2.02(a) shall

involve, in whole or in part, an underwritten offering, the Holders of a

majority of the Registrable Securities to be registered shall select the lead

underwriter or underwriters (which selection or selections shall be subject to

the approval of the Company, which approval shall not be unreasonably withheld),

as well as counsel for the Holders, with respect to such registration. The

parties hereto acknowledge and agree that the Company shall have sole discretion

with respect to the selection of underwriters for any registration pursuant to

Section 2.04 that involves an underwritten offering.

(f) Upon receipt of a written request from the Initial Requesting Holders

pursuant to the first sentence of Section 2.02(a), the Company shall promptly

give written notice of such requested registration to all other Holders of

Registrable Securities and the intended method or methods of disposition stated

in such request. Each other Holder may, by written notice to the Company to be

delivered within ten (10) days of the delivery of the Company's notice, request

the inclusion in such registration of any Registrable Securities held by such

other Holder. The Company shall promptly after the expiration of such 10-day

period notify each Requesting Holder of (i) the identity of the other Requesting

Holders and (ii) the number of Registrable Securities requested to be included

therein by each Requesting Holder. In the event that the Initial Requesting

Holders intend to distribute the Registrable Securities covered by their request

by means of an underwriting, the right of any Holder to include all or any

portion of 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 to the extent provided

herein. All Holders proposing to distribute all of any portion of their

Registrable Securities through such underwriting shall enter into an

underwriting agreement in customary form (for secondary sales by selling

stockholders) with the underwriter or underwriters selected pursuant to Section

2.02(e).

(g) The Company shall have the right to cause the registration of

additional equity securities for sale for the account of any Person that is not

a Holder (including the Company and any directors, officers or employees of the

Company (such additional equity securities, the "ADDITIONAL EQUITY SECURITIES"))

in any registration of Registrable Securities requested by the Requesting

Holders; provided that if such registration is to be an underwritten

registration and such Requesting Holders are advised in writing (with a copy to

the Company) by a nationally recognized investment banking firm selected

pursuant to paragraph (e) above that, in such firm's good faith view, all or a

part of the equity securities to

<PAGE>

be included in such registration (including any Additional Equity Securities)

cannot be sold and the inclusion of all or part of the equity securities that

would otherwise be included in such registration would be likely to have an

adverse effect on the price, timing or distribution of the offering and sale of

the equity securities to be included in such registration, then the Company

shall exclude from such registration such Additional Equity Securities or part

thereof, to the nearest extent possible on a pro rata basis, in which case the

Company shall include in such registration:

(i) first, up to the full number of Registrable Securities and

(ii) second, up to the full number of any other Additional Equity

Securities, if any, in excess of the Registrable Securities to be sold in

such offering which, in the good faith view of such investment banking

firm, can be so sold without so adversely affecting such offering in the

manner described above.

In the event that the number of Registrable Securities requested to be

included in a registration statement that will not include any Additional Equity

Securities by the Requesting Holders exceeds the number which, in the good faith

view of such investment banking firm, can be sold without adversely affecting

the price, timing, distribution or sale of securities in the offering, the

number shall be allocated pro rata among all of the Requesting Holders on the

basis of the relative number of Registrable Securities then held by each such

Requesting Holder (with any number in excess of a Requesting Holder's request

reallocated among the remaining Requesting Holders in a like manner).

Section 2.03. Postponement. The Company shall be entitled to postpone for a

reasonable period of time up to ninety (90) days the filing of any registration

statement or any amendment or supplement thereto otherwise required to be

prepared and filed by it pursuant to Section 2.01 or 2.02 if the Company

furnishes to the Holders a certified resolution of the Board of Directors (the

"CERTIFIED RESOLUTION") stating that the Company or any of its Subsidiaries is

engaged in confidential negotiations or other confidential business activities

(or the Board of Directors determines that the Company is at such time otherwise

in possession of material non-public information with respect to the Company or

any of its Subsidiaries), disclosure of which would be required in such

registration statement, and the Board of Directors determines in good faith that

such disclosure would be materially detrimental to the Company and its

stockholders other than the Holders. A deferral of the filing of a registration

statement pursuant to this Section 2.03 shall be lifted, and the registration

statement shall be filed forthwith, if the negotiations or other activities are

terminated or publicly disclosed (or such material non-public information has

been publicly disclosed by the Company). In order to defer the filing of a

registration statement pursuant to this Section 2.03, the Company shall promptly

(but in any event within ten (10) days), upon determining to seek such deferral,

deliver to the Holders (subject to

<PAGE>

the Holders entering into a customary confidentiality obligation as to such

information, which the Holders hereby agree to do) the Certified Resolution

stating that the Company is deferring such filing pursuant to this Section 2.03

and an approximation of the anticipated delay. Notwithstanding anything to the

contrary contained herein, the Company may not postpone a filing under this

Section 2.03 more than once in any 180 day period.

Section 2.04. Piggyback Registration. In the event that the Company

proposes to register any of its Common Stock, any other of its equity securities

or securities convertible into or exchangeable for its equity securities

(collectively, including Common Stock, "OTHER SECURITIES") under the 1933 Act,

whether or not for sale for its own account, in a manner that would permit

registration of Registrable Securities for sale for cash to the public under the

1933 Act, it shall so long as Holders own Registrable Securities, give prompt

written notice to each Holder of its intention to do so and of the rights of

such Holder under this Section 2.04. Subject to the terms and conditions hereof,

such notice shall offer each such Holder the opportunity to include in such

registration statement such number of Registrable Securities as such Holder may

request. Upon the written request of any such Holder made within ten (10) days

after the receipt of the Company's notice (which request shall specify the

number of Registrable Securities intended to be disposed of and the intended

method of disposition thereof), the Company shall use its reasonable best

efforts to effect, in connection with the registration of the Other Securities,

the registration under the 1933 Act of all Registrable Securities which the

Company has been so requested to register, to the extent required to permit the

disposition (in accordance with such intended methods thereof) of the

Registrable Securities so requested to be registered. Notwithstanding the

immediately preceding sentence, in the event that the holders of the Other

Securities intend to distribute the Other Securities covered by such

registration by means of an underwriting, the right of any Holder to include all

or any portion of 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 to the

extent provided herein. All Holders proposing to distribute all or any portion

of their Registrable Securities through such underwriting shall enter into an

underwriting agreement in customary form (for secondary sales by selling

stockholders) with the underwriter or underwriters.

(b) If, at any time after giving a written notice of its intention to

registration statement filed in connection with such registration, the Company

shall determine for any reason not to register the Other Securities, the Company

may, at its election, give written notice of such determination to such Holders

and thereupon the Company shall be relieved of its obligation to register such

Registrable Securities in connection with the registration of such Other

Securities, without prejudice, however, to the rights of the Holders immediately

to request that such registration be effected as a registration under Section

2.02 to the extent permitted thereunder.

<PAGE>

2.04(a) is to be an underwritten registration and a nationally recognized

investment banking firm selected by the Company advises the Company in writing

that, in such firm's good faith view, the inclusion of all or a part of such

Registrable Securities in such registration would be likely to have an adverse

effect upon the price, timing or distribution of the offering and sale of the

Other Securities then contemplated, the Company shall include in such

registration:

(i) first, all Other Securities the Company proposes to sell for its

own account,

(ii) second, any securities of the Company to be registered pursuant

to "demand" registration rights existing as of the date hereof, and

(iii) third, up to the full number of Registrable Securities held by

Holders of Registrable Securities in excess of the number of Other

Securities to be sold in such offering which, in the good faith view of

such investment banking firm, can be so sold without so adversely affecting

such offering in the manner described above.

(d) The Company shall not be required to effect any registration of

Registrable Securities under this Section 2.04 incidental to the registration of

any of its securities in connection with mergers, acquisitions, exchange offers,

subscription offers, dividend reinvestment plans or stock option or other

executive or employee benefit or compensation plans or in connection with the

filing of a Form S-4 or Form S-8 registration statement.

(e) No registration of Registrable Securities effected under this Section

2.04 shall relieve the Company of its obligation to effect a registration of

Registrable Securities pursuant to Section 2.01 or 2.02.

Section 2.05. Expenses. Except as provided herein, the Company shall pay

all Registration Expenses under this Article 2 with respect to a particular

offering (or proposed offering). Each Selling Holder shall bear the fees and

expenses of its own counsel as well as all underwriting discounts and

commissions, brokerage fees and taxes, except that reasonable fees and expenses

(up to a maximum of Thirty Thousand Dollars ($30,000) in the aggregate for all

registrations contemplated by this Agreement) of one counsel representing all

Selling Holders selected by the Selling Holders holding a majority of the

Registrable Securities included in the relevant registration statement, as

applicable, will constitute Registration Expenses.

Section 2.06. Registration and Qualification. If the Company is required to

effect the registration of any Registrable Securities under the 1933 Act as

provided in Section 2.01, 2.02 or 2.04, the Company shall as promptly as

practicable, but subject to the other provisions of this Agreement:

<PAGE>

(a) prepare, file and use its reasonable best efforts to cause to become

effective a registration statement under the 1933 Act relating to the

Registrable Securities to be offered in accordance with the intended method of

disposition thereof;

(b) prepare and file with the SEC such amendments and supplements to such

registration statement and the prospectus used in connection therewith as may be

necessary to keep such registration statement continuously effective and to

comply with the provisions of the 1933 Act with respect to the disposition of

all such Registrable Securities until such time as all of such Registrable

Securities have been disposed of in accordance with the intended methods of

disposition set forth in such registration statement; provided that the Company

will, at least five (5) Business Days prior to filing a registration statement

or prospectus or any amendment or supplement thereto, furnish to each Selling

Holder copies of such registration statement or prospectus (or amendment or

supplement) as proposed to be filed (including, upon the request of such Holder,

documents to be incorporated by reference therein) which documents will be

subject to the reasonable review and comments of such Holder (and its attorneys)

during such 5 business-day period and the Company will not file any registration

statement, any prospectus or any amendment or supplement thereto (or any such

documents incorporated by reference) containing any statements with respect to

such Holder to which such Holder shall reasonably object in writing; it being

agreed that there is no need to pre-deliver or give a right to review of any

1934 Act filing that is fully incorporated by reference;

Registrable Securities such number of conformed copies of such registration

statement and of each such amendment and supplement thereto (in each case

including all exhibits), such number of copies of the prospectus included in

such registration statement (including each preliminary prospectus and any

summary prospectus), in conformity with the requirements of the 1933 Act, such

documents incorporated by reference in such registration statement or

prospectus, and such other documents as the Selling Holders or such underwriter

may reasonably request, and, upon the request of the Selling Holders or such

underwriter, a copy of any and all transmittal letters or other correspondence

to or received from, the SEC or any other governmental agency or self-regulatory

body or other body having jurisdiction (including any domestic or foreign

securities exchange) relating to such offering;

(d) after the filing of the registration statement, promptly notify each

Selling Holder in writing of the effectiveness thereof and of any stop order

issued or, to the knowledge of the Company, threatened by the SEC and use its

reasonable best efforts to prevent the entry of such stop order or to promptly

remove it if entered and promptly notify each Selling Holder of such lifting or

withdrawal of such order;

<PAGE>

(e) use its reasonable best efforts to register or qualify all Registrable

Securities covered by such registration statement under the securities or blue

sky laws of such U.S. jurisdictions as may be necessary and as the Selling

Holders or any underwriter of such Registrable Securities shall reasonably

request, and use its reaso

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