Analog Acquisition Corp, et al. – ‘SC 13D/A’ on 10/2/98 re: Allied Digital Technologies Corp – EX-7

As of:  Friday, 10/2/98   ·   Accession #:  1047469-98-36296   ·   File #:  5-54027

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          13     53K 
                          Ownership                                              
 2: EX-6        Opinion re: Discount on Capital Shares                46    170K 
 3: EX-7        Opinion re: Liquidation Preference                    38    130K 

EX-7   —   Opinion re: Liquidation Preference
Exhibit Table of Contents

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                                                                 EXHIBIT 7

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 ALLIED DIGITAL TECHNOLOGIES CORP.

 REGISTRATION RIGHTS AGREEMENT

by and among

 Allied Digital Technologies Corp.

 and

Its Stockholders

 dated as of

September 24, 1998

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 TABLE OF CONTENTS

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                                                                                        Page
                                                                                        ----
                                                                                            
RECITALS ................................................................................1  

ARTICLE I                                                                                   
         DEFINITIONS.....................................................................1  
         1.1      Defined Terms in the Investors' Agreement..............................1  
         1.2      Definitions............................................................1  

ARTICLE II                                                                                  
         DEMAND REGISTRATIONS............................................................3  
         2.1      Requests for Registration..............................................3  
         2.2      Long-Form Registrations................................................4  
         2.3      Short-Form Registrations...............................................4  
         2.4      Effective Registration Statement.......................................4  
         2.5      Priority on Demand Registrations.......................................5  
         2.6      Selection of Underwriters..............................................7  
         2.7      Black-Out Rights and Postponement......................................7  

ARTICLE III                                                                                 
         PIGGYBACK REGISTRATIONS.........................................................7  
         3.1      Right to Piggyback.....................................................7  
         3.2      Piggyback Expenses.....................................................8  
         3.3      Priority on Primary Registrations......................................8  
         3.4      Priority on Secondary Registrations....................................8  

ARTICLE IV...............................................................................9  
         HOLDBACK AGREEMENTS.............................................................9  
         4.1      Holdback...............................................................9  
         4.2      Company Holdback.......................................................9  

ARTICLE V...............................................................................10  
         REGISTRATION PROCEDURES........................................................10  

ARTICLE VI..............................................................................14  
         REGISTRATION EXPENSES..........................................................14  
         6.1      Fees Generally........................................................14  
         6.2      Counsel Fees..........................................................15  


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ARTICLE VII.............................................................................15
         UNDERWRITTEN OFFERINGS.........................................................15
         7.1      Demand Underwritten Offerings.........................................15
         7.2      Incidental Underwritten Offerings.....................................16

ARTICLE VIII............................................................................16
         INDEMNIFICATION................................................................16
         8.1      Indemnification by the Company........................................16
         8.2      Indemnification by a Selling Stockholder..............................18
         8.3      Indemnification Procedure.............................................18
         8.4      Underwriting Agreement................................................19
         8.5      Contribution..........................................................20
         8.6      Periodic Payments.....................................................21

ARTICLE IX..............................................................................21
         RULE 144 ......................................................................21

ARTICLE X...............................................................................21
         PARTICIPATION IN UNDERWRITTEN REGISTRATIONS....................................21

ARTICLE XI..............................................................................22
         MISCELLANEOUS..................................................................22
         11.1     No Inconsistent Agreements............................................22
         11.2     Adjustments Affecting Registrable Securities..........................22
         11.3     Specific Performance..................................................22
         11.4     Actions Taken; Amendments and Waivers.................................22
         11.5     Successors and Assigns................................................23
         11.6     Notices...............................................................23
         11.7     Headings; Certain Conventions.........................................24
         11.8     Gender................................................................24
         11.9     Invalid Provisions....................................................25
         11.10    Governing Law.........................................................25
         11.11    Consent to Jurisdiction and Service of Process........................25
         11.12    Waiver of Jury Trial..................................................26
         11.13    Counterparts..........................................................26

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Exhibit A-1  --  Form of Registration Rights Joinder Agreement for Permitted Transferees  
Exhibit A-2  --  Form of Registration Rights Joinder Agreement for Additional Stockholders
Exhibit A-3  --  Form of Registration Rights Joinder Agreement for Transferees under      
                  Section 2.4 of the Investors' Agreement                                 


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                                             Registration Rights Agreement

       REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of September
24, 1998, among Allied Digital Technologies Corp., a Delaware corporation (the  
"Company"), 399 Venture Partners, Inc., a Delaware corporation ("399"), Citicorp
Mezzanine Partners, L.P. ("CMP"), a Delaware limited partnership, Fleet         
Corporate Finance, Inc. ("FCF"), a Massachusetts corporation, and each          
individual whose name appears on the signature pages hereto under the heading   
"Management Member" (individually, a "Management Member" and collectively, the  
"Management Members") and any other Person who executes a Joinder Agreement and 
thereby becomes a party to this Agreement. Certain capitalized terms used herein
are defined in Article I hereto.                                                

RECITALS

        WHEREAS, the Company and Analog Acquisition Corp. ("AAC") have entered
into that certain Agreement and Plan of Merger, dated May 5, 1998 (as the same  
may be amended, supplemented or otherwise modified from time to time, the       
"Merger Agreement"), pursuant to which, among other things, AAC is being merged 
with and into the Company with the Company continuing as the surviving          
corporation;                                                                    

    WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering an Investors'        
Agreement among the parties hereto and dated the date hereof (as the same may be
amended, supplemented or otherwise modified from time to time, the "Investors'  
Agreement").                                                                    

         NOW, THEREFORE, in connection with the Merger Agreement, the Investors'
Agreement and for other good and valuable consideration, the receipt and        
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:                                                                        

 ARTICLE I
 DEFINITIONS

         1.1 Defined Terms in the Investors' Agreement. Unless otherwise defined
herein, capitalized terms used in this Agreement shall have the respective      
meanings assigned to them in the Investors' Agreement.                          

1.2 Definitions.                                              

      The following defined terms, when used in this Agreement, shall have
the respective meanings set forth below (such definitions to be equally         
applicable to both singular and plural forms of the terms defined):             

       "Additional Stockholder" has the meaning assigned to such term in the
Investors' Agreement, but only to the extent that (a) the Company has granted   
the relevant Person registration rights as a Stockholder hereunder and (b) such 
Person has executed a Registration Rights Joinder Agreement.                    

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      "Black-Out Notice" has the meaning assigned to it in Section 2.7(b).

"Commission" means Securities and Exchange Commission.        

      "Demand Registration" means (a) any Qualifying Offering requested in
accordance with Section 2.1(a), (b) any Long-Form Registration, Short-Form      
Registration or 415 Registration requested in accordance with Section 2.1(b).   

         "Demand Registration Request" has the meaning assigned to it in Section
2.1(b).                                                                         

      "415 Registration" has the meaning assigned to it in Section 2.1(b).

        "Initial Public Offering" or "IPO" means the first time a registration
statement filed under the Securities Act with the Commission respecting an      
offering, whether primary or secondary, of Common Stock (or securities          
convertible, exercisable or exchangeable for or into Common Stock or rights to  
acquire Common Stock or such securities), which is underwritten on a firmly     
committed basis, is declared effective and the securities so registered are     
issued and sold.                                                                

    "Long-Form Registration" has the meaning assigned to it in Section
2.1(b).                                                                         

   "Merger Agreement" has the meaning assigned to it in the recitals
hereto.                                                                         

    "Piggyback Holders" has the meaning assigned to it in Section 3.1.

         "Piggyback Registration" has the meaning assigned to it in Section 3.l.

        "Registration Expenses" has the meaning assigned to it in Section 6.l.

       "Registrable Securities" means, at any time, (a) the shares of Common
Stock then issued and outstanding or which are issuable upon the conversion,    
exercise or exchange of any Equity Equivalents or capital stock (b) any then    
outstanding securities into which shares of Common Stock shall have been changed
and (c) any then outstanding securities resulting from any reclassification or  
recapitalization of Common Stock; provided, however, that "Registrable          
Securities" shall not include any shares of Common Stock or other securities    
obtained or transferred pursuant to an effective registration statement under   
the Securities Act or in a Rule 144 Transaction; and provided further, however, 
that "Registrable Securities" shall not include any shares of Common Stock or   
other securities which are held by a Person who is not a Stockholder.           

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                                             Registration Rights Agreement

     "Registration Rights Joinder Agreement" means a Registration Rights
Joinder Agreement in the form attached hereto as Exhibits A-1 to A-3.           

        "Required 399 Stockholders" means, as of the date of any determination
thereof, 399 Stockholders which then hold Registrable Securities representing at
least a majority (by number of shares) of the Registrable Securities, on a      
Diluted Basis, then held by all 399 Stockholders.                               

        "Required CMP Stockholders" means, as of the date of any determination
thereof, CMP Stockholders which then hold Registrable Securities representing at
least a majority (by number of shares) of the Registrable Securities, on a      
Diluted Basis, then held by all CMP Stockholders.                               

     "Short-Form Registration" has the meaning assigned to it in Section
2.1(b).                                                                         

"Takedown" has the meaning assigned to it in Section 2.8.     

ARTICLE II
DEMAND REGISTRATIONS

2.1 Requests for Registration.                                

(a)  If the Company has not theretofore effected an Initial Public      
Offering, then, at any time from and after the date hereof the Required 399     
Stockholders shall have the right to require that the Company effect a          
Qualifying Offering by delivery of a written request therefor to the Company.   
Such a request shall specify the number of Registrable Securities proposed to   
be sold by the Required 399 Stockholders. The Company shall use its best        
efforts to effect the Qualifying Offering within 120 days after its receipt     
of such request. Within 10 days after its receipt of such request, the          
Company will give written notice of such request to all other holders of        
Registrable Securities. Subject to the provisions of Section 2.5, the Company   
will use all reasonable efforts to include in the Qualifying Offering (i) all   
Registrable Securities which the Required 399 Stockholders have requested to    
be included therein and (ii) all other Registrable Securities which the         
Stockholders have requested in writing, within 20 days after receipt of the     
Company's notice, to be included therein. The Company will pay all              
Registration Expenses in connection with a Qualifying Offering requested in     
accordance with this Section.                                                   

 (b)  Subject to Sections 2.2, 2.3 and 2.7, at any time from and after the
date which is 120 days after the closing of an Initial Public Offering, the     
Required 399 Stockholders shall have the right to require the Company to file   
a registration statement (a "Demand Registration") under the Securities Act     
of all or part of their Registrable Securities (i) on Form S-1 or S-2 or any    
similar                                                                         

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long-form registration statement (any such registration, a "Long-Form           
Registration"), or (ii) on Form S-3 or any similar short-form registration      
statement (any such registration, a "Short-Form Registration"), if the          
Company qualifies to use such short form, or (iii) on any applicable form       
pursuant to Rule 415 of the Securities Act (a "415 Registration") by delivery   
of a written request therefor to the Company (a "Demand Registration            
Request"). Subject to Sections 2.2 and 2.3, at any time from and after the      
earlier of (x) the fifth anniversary of the date hereof and (y) the date        
which is 120 days after the closing of an Initial Public Offering, the          
Required CMP Stockholders shall have the right to require the Company to file   
(i) one Long-Form Registration and (ii) Short-Form Registrations, if the        
Company qualifies to use such short form; provided, that, for purposes of the   
rights afforded under this sentence, Required CMP Stockholders shall not be     
deemed to include FCF and its Permitted Transferees. Each request for a         
Demand Registration shall specify the number of Registrable Securities          
proposed to be sold by the Required 399 Stockholders or the Required CMP        
Stockholders, as the case may be, and shall specify the intended method of      
disposition thereof. Within 10 days after its receipt of any such request,      
the Company will give written notice of such request to all other holders of    
Registrable Securities. Subject to the provisions of Section 2.5, the Company   
will use its best efforts to effect the registration under the Securities Act   
on the form requested by the Required 399 Stockholders or the Required CMP      
Stockholders, as the case may be, and to include in such registration, (i)      
all Registrable Securities which the Required 399 Stockholders or the           
Required CMP Stockholders, as the case may be, have so requested to be          
included therein and (ii) all other Registrable Securities which the            
Stockholders have requested in writing, within 30 days after receipt of the     
Company's notice, to be included therein.                                       

(c)  If the Required 399 Stockholders request a Demand Registration     
pursuant to Section 2.1(a) or 2.1(b) or if the Required CMP Stockholders        
request a Demand Registration pursuant to Section 2.1(b), they may, at any      
time prior to the effective date of the registration statement relating to      
such Demand Registration, revoke such request by providing written notice to    
the Company.                                                                    

(d)  The Company shall, as expeditiously as possible following a Demand 
Registration Request, use its best efforts to (i) effect such registration      
under the Securities Act of the Registrable Securities which the Company has    
been so requested to register, for distribution in accordance with the          
intended method of distribution, and (ii) if requested by the Required 399      
Stockholders, obtain acceleration of the effective date of the registration     
statement relating to such registration.                                        

      2.2 Long-Form Registrations. In addition to their right to request a
Qualifying Offering, the Required 399 Stockholders will be entitled to request  
up to three Long-Form Registrations pursuant to Section 2.1(b). The Company will
pay all Registration Expenses in connection with any such Long-Form             
Registration. All Long-Form Registrations (unless otherwise                     

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requested by the Required 399 Stockholders or the Required CMP Stockholders, as 
the case may be) shall be underwritten registrations.                           

     2.3 Short-Form Registrations. In addition to their right to request
Long-Form Registrations, the Required 399 Stockholders and the Required CMP     
Stockholders will be entitled to request an unlimited number of Short-Form      
Registrations. The Company will pay all Registration Expenses in connection with
any such Short-Form Registration. Demand Registrations will be Short-Form       
Registrations whenever the Company is qualified to use Form S-3 or any similar  
short-form registration statement. Once the Company has become subject to the   
reporting requirements of the Exchange Act, the Company will use its reasonable 
best efforts to make Short-Form Registrations available for the sale of         
Registrable Securities.                                                         

       2.4 Effective Registration Statement. No Demand Registration shall be
deemed to have been requested or effected for purposes of Sections 2.1(a) and   
2.2:                                                                            

(a)  unless a registration statement with respect thereto has become    
effective;                                                    

   (b)  if, after it has become effective, any stop order, injunction or other
         order or requirement of the Commission or any other governmental agency
      or court for any reason, affecting any of the Registrable Securities
     covered by such registration statement, is threatened in writing or
 issued by the Commission or other governmental agency or court;

   (c)  if the Company declines to effect such Demand Registration pursuant to
    Section 2.7(a) or delivers a Black-Out Notice with respect to such
requested Demand Registration;                                

(d)  if the conditions to closing specified in the purchase agreement or
       underwriting agreement entered into in connection with such requested
    Demand Registration are not satisfied by reason of a failure by or
    inability of the Company to satisfy any of such conditions, or the
       occurrence of an event outside the reasonable control of the Required
    399 Stockholders or Required CMP Stockholders, as the case may be;

  (e)  if the Required 399 Stockholders or Required CMP Stockholders, as the
case may be, have delivered to the                            

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  Company the revocation notice contemplated by Section 2.1(c); or

 (f)  other than in the case of a Qualifying Offering, if the Required 399
        Stockholders or Required CMP Stockholders, as the case may be, are not
     able to register and sell at least 70% of the amount of Registrable
 Securities requested to be included in the Demand Registration;

provided, that the Company will pay all Registration Expenses in connection with
any Demand Registration if pursuant to this Section 2.4 the registration is     
deemed not to have been requested or effected.                                  

2.5 Priority on Demand Registrations.                         

(a)  Without the written consent of the Required 399 Stockholders, the  
Company (i) will not include in any Long-Form Registrations, Short-Form         
Registrations and 415 Registrations requested pursuant to Section 2.1(b), any   
securities which are not Registrable Securities and (ii) will not include in    
any Qualifying Offering any securities, other than Registrable Securities or    
shares of Common Stock to be sold by the Company.                               

(b)  If the Required 399 Stockholders and other Stockholders request    
Registrable Securities to be included in a Demand Registration which is an      
underwritten offering and the managing underwriter advises the Company in       
writing that in its opinion the number of Registrable Securities requested to   
be included exceeds the number of Registrable Securities which can be sold in   
such offering within a price range acceptable to the Required 399               
Stockholders or the Required CMP Stockholders, as the case may be, the          
Company will include any securities to be sold in such Demand Registration in   
the following order:                                                            

  (i)  in the case of a Qualifying Offering, (x) first, subject to
            Section 2.5(a), the securities the Company proposes to sell; (y)
          second, the Registrable Securities requested to be included in
        such registration by the Stockholders, provided, that if the
             managing underwriter determines in good faith that a lower number
     of Registrable Securities requested to be included by the
           Stockholders should be included, then only that lower number of
  Registrable Securities requested to be included by the
        Stockholders shall be included in such registration, and the
            Stockholders shall participate in the registration on a pro rata
         basis in accordance with the number of Registrable Securities
      requested to be included in such registration by each such
            Stockholder, provided, further, that if the managing underwriter
       determines in good faith that a lower number of Registrable
Securities held by Management Stockholders and      

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         Additional Management Stockholders than such pro rata portion
             should be included, then such lower number shall be included and,
           as a result thereof, a greater number of Registrable Securities
           owned by the other Stockholders may be sold; and (z) third, any
              securities other than Registrable Securities to be sold by persons
              other than the Company included pursuant to Section 2.5(a) hereof.

     (ii) in the case of any Demand Registration other than a Qualifying
        Offering, (w) first, the Registrable Securities owned by the
              Stockholders and (x) second, any securities other than Registrable
            Securities to be sold by persons other than the Company included
              pursuant to Section 2.5(a) hereof, provided, that, if the managing
       underwriter determines in good faith that a lower number of
      Registrable Securities held by Management Stockholders and
         Additional Management Stockholders then such pro rata portion
             should be included, then such lower number shall be included and,
           as a result thereof, a greater number of Registrable Securities
              owned by the other Stockholders may be sold; (y) third, subject to
            Section 2.5(a), the securities the Company proposes to sell; and
              (z) fourth, any securities other than Registrable Securities to be
       sold by persons other than the Company included pursuant to
Section 2.5(a) hereof.                              

(c)  Any Person other than Stockholders including any securities in such
registration pursuant to Article II hereof must pay its share of the            
Registration Expenses as provided in Article VI hereof.                         

        2.6 Selection of Underwriters. The Required 399 Stockholders will have
the right to select the underwriters and the managing underwriter to administer 
any Demand Registration (which underwriters and managing underwriter shall be   
reasonably acceptable to the Company).                                          

2.7 Black-Out Rights and Postponement.                        

 (a)  The Company shall not be required to effect a Demand Registration if
the Company, within the 90-day period preceding the date of a request for a     
Demand Registration, has effected a registration of securities in which the     
Required 399 Stockholders were entitled to participate to the fullest extent    
pursuant to Demand Registration rights under Article II or Piggyback            
Registration rights under Article III.                                          

(b)  The Company may, upon written notice (a "Black-Out Notice") to the 
Required 399 Stockholders or Required CMP Stockholders, as the case may be,     
requesting a Demand Registration, require the Required 399 Stockholders or      
Required CMP Stockholders, as the case may be, to withdraw such Demand          
Registration upon the good faith determination by the Company that such         
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information or (ii) as a result of a pending material financing or              
acquisition transaction, and, in each case, the Required 399 Stockholders or    
Required CMP Stockholders, as the case may be, may not request another Demand   
Registration for a period of up to 60 days, as specified by the Company in      
such Black-Out Notice. The Company may only give a Black-Out Notice where the   
giving of such notice has been specifically approved by the Board which for     
so long as the 399 Stockholders shall exercise their right to designate         
directors, shall require Affirmative Board Vote. Upon receipt of a Black-Out    
Notice, the related Demand Registration shall be deemed to be rescinded and     
retracted and shall not be counted as a Demand Registration for any purpose.    
The Company may not deliver more than two Black-Out Notices in any 12-month     
period.                                                                         

2.8 415 Registrations.                                        

(a)  The Required 399 Stockholders will be entitled to request one (1)  
415 Registration in which the Company will pay all Registration Expenses.       
Subject to the availability of required financial information, within 45 days   
after the Company receives written notice of a request for a 415                
Registration, the Company shall file with the SEC a registration statement      
under the Securities Act for the 415 Registration. The Company shall use its    
best efforts to cause the 415 Registration to be declared effective under the   
Securities Act as soon as practical after filing, and once effective, the       
Company shall (subject to the provisions of clause (ii) below) cause such 415   
Registration to remain effective for such time period as is specified in such   
request, but for no time period longer than the period ending on the earlier    
of (i) the third anniversary of the date of filing of the 415 Registration,     
(ii) the date on which all Registrable Securities requested to be included in   
any Takedown (as defined below) have been sold pursuant to the 415              
Registration or (iii) the date as of which there are no longer any              
Registrable Securities requested to be included in any Takedown (as defined     
below) in existence.                                                            

(b)  If the Required 399 Stockholders notify the Company in writing that
they intend to effect the sale of all or substantially all of the Registrable   
Securities held by such holders pursuant to a single integrated offering        
pursuant to a then effective registration statement for a 415 Registration (a   
"Takedown"), the Company and each holder of Registrable Securities shall not    
effect any public sale or distribution (including sales pursuant to Rule 144)   
of any of the Company's equity securities, or any securities convertible into   
or exchangeable or exercisable for any such equity securities, during the       
90-day period beginning on the date such notice of a Takedown is received.      

(c)  If in connection with any Takedown the managing underwriters       
(selected in accordance with clause (d) below) advise the Company that, in      
their opinion, the number of Registrable Securities and, if permitted           
hereunder, other securities (if any) requested to be included in such           
Takedown exceeds the number of Registrable Securities and other securities,     
if any, which can be sold in such offering without adversely affecting the      
marketability of the offering, the Company shall include in such Takedown (i)   
first, the number of Registrable Securities requested                           

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to be included in such Takedown by all holders thereof, pro rata, if            
necessary, among such holders of Registrable Securities based on the number     
of shares of Registrable Securities owned by each such holder and requested     
to be included in such Takedown, and (ii) second, any other securities of the   
Company requested to be included in such Takedown by all holders thereof, pro   
rata, if necessary, on the basis of the number of shares of such other          
securities owned by each such holder.                                           

(d)  The Required 399 Stockholders shall have the right to retain and   
select an investment banker and manager to administer the 415 Registration      
and any Takedown pursuant thereto.                                              

(e)  The Company will pay all Registration Expenses in connection with  
any such 415 Registration (including, without limitation, all fees and          
expenses of the investment banker and manager) (excluding discounts and         
commissions).                                                                   

 ARTICLE III
 PIGGYBACK REGISTRATIONS

   3.1 Right to Piggyback. Whenever the Company proposes (other than
pursuant to a Demand Registration or an Initial Public Offering (unless         
otherwise agreed by the Company)) to register (whether for the Company's own    
account or for the account of any other Person) any of its equity securities    
under the Securities Act (other than on Forms S-4 or S-8 or any successor forms)
(a "Piggyback Registration"), the Company will give prompt written notice to all
399 Stockholders, CMP Stockholders, Management Stockholders and Additional      
Stockholders (the "Piggyback Holders") of its intention to effect such a        
registration. Such notice shall offer each Piggyback Holder the opportunity to  
register, on the same terms and conditions available to the Company, such number
of such Piggyback Holder's Registrable Securities as such Piggyback Holder may  
request. The Company will include in such registration all Registrable          
Securities with respect to which the Company has received written requests for  
inclusion therein by the Piggyback Holders within 30 days after their receipt of
the Company's notice, subject to the provisions of Sections 3.3 and 3.4.        

     3.2 Piggyback Expenses. The Registration Expenses of the holders of
Registrable Securities will be paid by the Company in all Piggyback             
Registrations.                                                                  

       3.3 Priority on Primary Registrations. If a Piggyback Registration is
an underwritten primary registration on behalf of the Company, and the managing 
underwriter advises the Company in writing that in its opinion the number of    
securities requested to be included in such registration is such that the       
success of the offering would be materially and adversely affected, the Company 
will include any securities to be sold in such Piggyback Registration in the    
following order: (a) first, the securities which the Company proposes to sell;  
(b) second, the Registrable                                                     

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Securities requested to be included in such registration by the Piggyback       
Holders, provided that if the managing underwriter determines in good faith that
a lower number of Registrable Securities should be included, then the Company   
shall be required to include in such registration only that lower number of     
Registrable Securities, and the Piggyback Holders shall participate in such     
registration on a pro rata basis in accordance with the number of Registrable   
Securities requested to be included in such registration by each Piggyback      
Holder, provided, further, that if the managing underwriter determines in good  
faith that a lower number of Registrable Securities held by Management          
Stockholders and Additional Management Stockholders than such pro rata portion  
should be included, then such lower number shall be included and, as a result   
thereof, a greater number of Registrable Securities owned by the other          
Stockholders may be sold; and (c) third, any other securities proposed to be    
included in such registration.                                                  

         3.4 Priority on Secondary Registrations. If a Piggyback Registration is
an underwritten secondary registration on behalf of holders of the Company's    
securities, and the managing underwriter advises the Company in writing that in 
their opinion the number of Registrable Securities requested to be included     
exceeds the number of Registrable Securities which can be included in such      
registration within a price range acceptable to the holders of the Company's    
securities on whose behalf the registration is being effected, the Company will 
include any securities to be sold in such registration in the following order:  
(a) first, the securities which such holders propose to sell; (b) second, the   
Registrable Securities requested to be included in such registration by the     
Piggyback Holders, provided that if the managing underwriter determines in good 
faith that a lower number of Registrable Securities should be included, then the
Company shall be required to include in such registration only that lower number
of Registrable Securities, and the Piggyback Holders shall participate in such  
registration on a pro rata basis in accordance with the number of Registrable   
Securities requested to be included in such registration by each Piggyback      
Holder, provided, further, that if the managing underwriter determines in good  
faith that a lower number of Registrable Securities held by Management          
Stockholders and Additional Management Stockholders than such pro rata portion  
should be included, then such lower number shall be included and, as a result   
thereof, a greater number of Registrable Securities owned by the other          
Stockholders may be sold; and (c) third, any other securities proposed to be    
included in such registration.                                                  

ARTICLE IV
 HOLDBACK AGREEMENTS

   4.1 Holdback. Each holder of Registrable Securities agrees not to
effect any public sale or distribution of Registrable Securities, or any        
securities convertible, exchangeable or exercisable for or into Registrable     
Securities, during the seven days prior to, and the time period reasonably      
requested by the managing underwriter (not to exceed 180 days) beginning on, the
effective date of (a) an Initial Public Offering, (b) any underwritten Demand   
Registration or (c) any                                                         

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underwritten Piggyback Registration in which such holder had an opportunity to  
participate without cutback under Article III hereof (in each case except as    
part of such Initial Public Offering or underwritten registration), unless the  
managing underwriter of such Initial Public Offering or underwritten            
registration otherwise agrees.                                                  

       4.2 Company Holdback. The Company agrees (a) not to effect any public
sale or distribution of its equity securities, or any securities convertible,   
exchangeable or exercisable for or into such securities, during the 14 days     
prior to, and during the 180-day period beginning on, the effective date of any 
underwritten Demand Registration or any underwritten Piggyback Registration in  
which holders of Registrable Securities are selling stockholders (except as part
of such underwritten registration or pursuant to registration on Form S-4 or S-8
or any similar successor form), unless the managing underwriter of such         
underwritten Demand Registration or underwritten Piggyback Registration         
otherwise agrees, and (b) to use all reasonable efforts to cause each holder of 
at least 5% (on a Diluted Basis) of its equity securities to agree not to effect
any public sale or distribution of any such equity securities or any securities 
convertible, exchangeable or exercisable for or into such equity securities     
during such period (except as part of such underwritten registration, if        
otherwise permitted), unless the managing underwriter of such underwritten      
Demand Registration or underwritten Piggyback Registration otherwise agrees.    

 ARTICLE V
 REGISTRATION PROCEDURES

   5.1 Procedures. Whenever the Stockholders have requested that any
Registrable Securities be registered in accordance with Article II or III, the  
Company will use all reasonable efforts to effect the registration and the sale 
of such Registrable Securities in accordance with the intended method of        
disposition thereof, and pursuant thereto the Company as expeditiously as       
possible will (or, in the case of clause (p) below, will not):                  

(a)  prepare and file with the Commission a registration statement with 
respect to such Qualifying Offering or such Registrable Securities, as the      
case may be (such registration statement to include in each case all            
information which the holders of the Registrable Securities to be registered    
thereby, if any, shall reasonably request) and use all reasonable efforts to    
cause such registration statement to become effective, provided that as         
promptly as practicable before filing a registration statement or prospectus    
or any amendments or supplements thereto, the Company will (i) furnish copies   
of all such documents proposed to be filed to one counsel selected by the       
Required 399 Stockholders, and the Company shall not file any such documents    
to which any such relevant counsel shall have reasonably objected on the        
grounds that such document does not comply in all material respects with the    
requirements of the Securities Act, and (ii) notify each 399 Stockholder, in    
the case of a Qualifying Offering requested pursuant Section 2.1(a), and each   
holder of                                                                       

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Registrable Securities covered by such registration statement, in all other     
cases, of (x) any request by the Commission to amend such registration          
statement or amend or supplement any prospectus, or (y) any stop order issued   
or threatened by the Commission, and take all reasonable actions required to    
prevent the entry of such stop order or to remove it if entered;                

(b)  (i) prepare and file with the Commission such amendments and       
supplements to such registration statement and the prospectus used in           
connection therewith as may be necessary to keep such registration statement    
effective at all times during the period commencing on the effective date of    
such registration statement and ending on the first date as of which all        
Registrable Securities (and all shares of Common Stock to be sold by the        
Company, in the case of a Qualifying Offering requested pursuant to Section     
2.1(a)) covered by such registration statement are sold in accordance with      
the intended plan of distribution set forth in such registration statement      
and (ii) comply with the provisions of the Securities Act with respect to the   
disposition of all securities covered by such registration statement during     
such period in accordance with the intended methods of disposition by the       
sellers thereof set forth in such registration statement;                       

(c)  furnish, without charge, (i) in the case of a Qualifying Offering  
requested pursuant to Section 2.1(a), to each 399 Stockholder, five conformed   
copies of such registration statement, each amendment and supplement thereto    
and the prospectus included in such registration statement (including each      
preliminary prospectus and, in the case of two of such copies, including all    
exhibits thereto and documents incorporated by reference therein), and (ii)     
in all other cases, to each seller of Registrable Securities covered by such    
registration statement, such number of conformed copies of such registration    
statement, each amendment and supplement thereto, the prospectus included in    
such registration statement (including each preliminary prospectus and, in      
each case, including all exhibits thereto and documents incorporated by         
reference therein) and such other documents as such seller may reasonably       
request in order to facilitate the disposition of the Registrable Securities    
owned by such seller;                                                           

(d)  use its best efforts to register or qualify the Registrable        
Securities, if any, covered by such registration statement under such other     
securities or blue sky laws of such jurisdictions as any seller thereof shall   
reasonably request, to keep such registration or qualification in effect for    
so long as such registration statement remains in effect and to do any and      
all other acts and things which may be reasonably necessary or advisable to     
enable such seller to consummate the disposition in such jurisdictions of any   
such Registrable Securities owned by such seller; provided, however, that the   
Company will not be required to (i) qualify generally to do business in any     
jurisdiction where it would not otherwise be required to qualify but for this   
clause (d), (ii) subject itself to taxation in any such jurisdiction or (iii)   
consent to general service of process in any such jurisdiction;                 

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(e)  furnish to each seller of the Registrable Securities, if any,      
covered by such registration statement a signed copy, addressed to such         
seller (and the underwriters, if any) of an opinion of counsel for the          
Company or special counsel to the selling stockholders, dated the effective     
date of such registration statement (and, if such registration statement        
includes an underwritten public offering, dated the date of the closing under   
the underwriting agreement), reasonably satisfactory in form and substance to   
such seller, covering substantially the same matters with respect to such       
registration statement (and the prospectus included therein) as are             
customarily covered in opinions of issuer's counsel delivered to the            
underwriters in underwritten public offerings, and such other legal matters     
as the seller (or the underwriters, if any) may reasonably request;             

(f)  notify each 399 Stockholder (in the case of a Qualifying Offering  
requested pursuant to Section 2.1(a)) and each seller of Registrable            
Securities covered by such registration statement (in all other cases), at a    
time when a prospectus relating to such Qualifying Offering or Registrable      
Securities (as the case may be) is required to be delivered under the           
Securities Act, of the occurrence of any event known to the Company as a        
result of which the prospectus included in such registration statement, as      
then in effect, contains an untrue statement of a material fact or omits to     
state any fact required to be stated therein or necessary to make the           
statements therein not misleading in light of the circumstances under which     
they were made; and, at the request of any seller of Registrable Securities     
covered by such registration statement, (i) the Company will prepare and        
furnish such seller 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 Registrable Securities, 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 in the light of the circumstances under       
which they were made and (ii) the Company shall extend the period during        
which such registration statement shall be maintained effective by the number   
of days during the period from and including the date of the giving of such     
notice to such seller to the date when the Company made available to such       
seller an appropriately amended or supplemented prospectus;                     

(g)  cause the Registrable Securities, if any, covered by such          
registration statement to be listed on each securities exchange on which        
similar securities issued by the Company are then listed and to enter into      
such customary agreements as may be required in furtherance thereof,            
including without limitation listing applications and indemnification           
agreements in customary form;                                                   

(h)  provide a transfer agent and registrar for the Registrable         
Securities, if any, covered by such registration statement not later than the   
effective date of such registration statement;                                  

(i)  enter into such customary arrangements and take all such other     
actions as the holders of a majority (by number of shares) of the Registrable   
Securities, if any, covered by such registration statement or the               
underwriters, if any, reasonably request in order to expedite or facilitate     

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the Qualifying Offering or the disposition of such Registrable Securities       
(including using its best efforts to effect a stock split or a combination of   
shares);                                                                        

(j)  make available for inspection by any seller of Registrable         
Securities covered by such registration statement, any underwriter              
participating in any disposition of securities pursuant to such registration    
statement and any attorney, accountant or other agent retained by any such      
seller or underwriter, all financial and other records, pertinent corporate     
documents and properties of the Company and all correspondence between the      
Commission and the Company, its counsel or auditors and all memoranda           
relating to discussions with the Commission or its staff in connection with     
such registration statement, and cause the Company's officers, directors,       
employees and independent accountants to supply all information reasonably      
requested by any such seller, underwriter, attorney, accountant or agent in     
connection with such registration statement;                                    

(k)  subject to the other provisions hereof, use all reasonable efforts 
to cause the Registrable Securities, if any, covered by such registration       
statement to be registered with or approved by such governmental agencies or    
authorities or self-regulatory organizations as may be necessary to enable      
the sellers thereof to consummate the disposition of such Registrable           
Securities;                                                                     

(l)  use all reasonable efforts to obtain a "cold comfort" letter, dated
the effective date of such registration statement (and, if such registration    
includes an underwritten offering, dated the date of the closing under the      
underwriting agreement), signed by the independent public accountants who       
have certified the Company's financial statements included in such              
registration statement, addressed to the Company, to each seller of the         
Registrable Securities (if any) covered by such registration statement, and     
to the underwriters, if any, covering substantially the same matters with       
respect to such registration statement (and the prospectus included therein)    
and with respect to events subsequent to the date of such financial             
statements, as are customarily covered in accountants' letters delivered to     
the underwriters in underwritten public offerings of securities and such        
other financial matters as any such seller or the underwriters, if any, may     
reasonably request;                                                             

(m)  otherwise use all reasonable efforts to comply with all applicable 
rules and regulations of the Commission and make available to its security      
holders, in each case as soon as practicable, an earnings statement covering    
a period of at least twelve months, beginning with the first month after the    
effective date of such registration statement, which earnings statement shall   
satisfy the provisions of Section 11(a) of the Securities Act;                  

(n)  permit any holder of Registrable Securities covered by such        
registration statement, which holder, in the sole judgment, exercised in good   
faith, of such holder might be deemed to be a controlling person of the         
Company (within the meaning of the Securities Act or the Exchange Act) to       
participate in the preparation of such registration statement and to include    
therein                                                                         

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material, furnished to the Company in writing, which in the reasonable          
judgment of such holder should be included and which is reasonably acceptable   
to the Company;                                                                 

(o)  use all reasonable efforts to obtain the lifting at the earliest   
possible time of any stop order suspending the effectiveness of such            
registration statement or of any order preventing or suspending the use of      
any preliminary prospectus included therein;                                    

(p)  at any time file or make any amendment to such registration        
statement, or any amendment of or supplement to the prospectus included         
therein (including amendments of the documents incorporated by reference into   
the prospectus), (i) of which each 399 Stockholder and the managing             
underwriters (in the case of a Qualifying Offering requested pursuant to        
Section 2.1(a)) or each seller of Registrable Securities covered by such        
registration statement or the managing underwriters, if any (in all other       
cases), shall not have previously been advised and furnished a copy or (ii)     
to which the Required 399 Stockholders, the managing underwriters or counsel    
for the Required 399 Stockholders or the managing underwriters (in the case     
of a Qualifying Offering requested pursuant to Section 2.1(a)), or the          
sellers of a majority (by number of shares) of the Registrable Securities       
covered by such registration statement, the managing underwriters (if any) or   
counsel for such sellers or any such managing underwriters (in all other        
cases), shall reasonably object;                                                

(q)  make such representations and warranties (subject to appropriate   
disclosure schedule exceptions) to the sellers of the Registrable Securities,   
if any, covered by such registration statement and the underwriters, if any,    
in form, substance and scope as are customarily made by issuers to              
underwriters and selling holders, as the case may be, in underwritten public    
offerings of substantially the same type; and                                   

(r)  if such registration statement refers to any seller of Registrable 
Securities covered thereby by name or otherwise as the holder of any            
securities of the Company then (whether or not such seller is or might be       
deemed to be a controlling person of the Company), (i) at the request of such   
seller, insert therein language, in form and substance reasonably               
satisfactory to such seller, the Company and the managing underwriters, if      
any, to the effect that the holding by such seller of such securities is not    
to be construed as a recommendation by such seller of the investment quality    
of the Registrable Securities or the Company's other securities covered         
thereby and that such holding does not imply that such seller will assist in    
meeting any future financial requirements of the Company, or (ii) in the        
event that such reference to such seller by name or otherwise is not required   
by the Securities Act, any similar Federal or state statute, or any rule or     
regulation of any regulatory body having jurisdiction over the offering, at     
the request of such seller, delete the reference to such seller.                

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ARTICLE VI
 REGISTRATION EXPENSES

        6.1 Fees Generally. All expenses incident to the Company's performance
of or compliance with this Agreement, including, without limitation, internal   
expenses (including, without limitation, all salaries and expenses of its       
officers and employees performing legal or accounting duties), the expense of   
any annual audit or quarterly review, the expense of any liability insurance,   
the expenses and fees for listing securities on one or more securities exchanges
in connection with a Qualifying Offering or pursuant to clause (g) of Article V,
all registration and filing fees, fees and expenses of compliance with          
securities or blue sky laws (including reasonable fees and disbursements of     
counsel in connection with blue sky qualifications of the Registrable           
Securities), printing expenses, messenger and delivery expenses, and fees and   
disbursements of counsel for the Company and all independent certified public   
accountants, underwriters (excluding underwriting fees, discounts and           
commissions) and other Persons retained by the Company (all such expenses being 
herein called "Registration Expenses") shall be borne by the Company, except    
that each Stockholder shall pay any underwriting fees, discounts or commissions 
attributable to the sale of its Registrable Securities.                         

    6.2 Counsel Fees. In connection with each Demand Registration, the
Company will reimburse the 399 Stockholders for the reasonable fees and         
disbursements of one counsel selected by the Required 399 Stockholders.         

 ARTICLE VII
UNDERWRITTEN OFFERINGS

         7.1 Demand Underwritten Offerings. If requested by the underwriters for
any underwritten offering of Registrable Securities pursuant to a Demand        
Registration, the Company will enter into an underwriting agreement with such   
underwriters for such offering, such agreement to be satisfactory in substance  
and form to the Required 399 Stockholders or the Required CMP Stockholders, as  
the case may be, requesting such Demand Registration (or, in the case of a      
Qualifying Offering requested pursuant to Section 2.1(a), the holders of a      
majority (by number of shares) of the Registrable Securities included in such   
Demand Registration) and the underwriters, to contain such representations and  
warranties by the Company and such other terms as are generally included in     
agreements of this type, including indemnities customarily included in such     
agreements, and to be otherwise reasonably satisfactory in form and substance to
the Company. The holders of the Registrable Securities to be distributed by such
underwriters will cooperate in good faith with the Company in the negotiation of
the underwriting agreement. The holders of the Registrable Securities to be     
distributed by such underwriters shall be parties to such underwriting agreement
and may, at their option, require that any or all of the representations and    
warranties by, and the other                                                    

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agreements on the part of, the Company to and for the benefit of such           
underwriters shall also be made to and for the benefit of such holders of       
Registrable Securities and that any or all of the conditions precedent to the   
obligations of such underwriters under such underwriting agreement also be      
conditions precedent to the obligations of such holders of Registrable          
Securities. The Company shall cooperate with any such holder of Registrable     
Securities in order to limit any representations or warranties to, or agreements
with, the Company or the underwriters to be made by such holder only to         
representations, warranties or agreements regarding such holder, such holder's  
Registrable Securities, such holder's intended method of distribution and any   
other representation required by applicable law.                                

   7.2 Incidental Underwritten Offerings. If the Company at any time
proposes to register any of its equity securities under the Securities Act as   
contemplated by Article III and such securities are to be distributed by or     
through one or more underwriters, the Company will, if requested by any         
Piggyback Holder as provided in Article III, arrange for such underwriters to   
include all the Registrable Securities to be offered and sold by such Piggyback 
Holder, subject to the limitations set forth in Article III, among the          
securities to be distributed by such underwriters. The holders of the           
Registrable Securities to be distributed by such underwriters may be parties to 
the underwriting agreement between the Company and such underwriters, and may,  
at their option, require that any or all of the representations and warranties  
by, and the other agreements on the part of, the Company to and for the benefit 
of such underwriters shall also be made to and for the benefit of such holders  
of Registrable Securities and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement also be      
conditions precedent to the obligations of such holders of Registrable          
Securities. The Company shall cooperate with any such holder of Registrable     
Securities in order to limit any representations or warranties to, or agreements
with, the Company or the underwriters to be made by such holder only to         
representations, warranties or agreements regarding such holder, such holder's  
Registrable Securities, such holder's intended method of distribution and any   
other representation required by applicable law.                                

ARTICLE VIII
 INDEMNIFICATION

         8.1 Indemnification by the Company. The Company agrees to indemnify and
hold harmless, to the fullest extent permitted by law, each of the holders of   
any Registrable Securities covered by a registration statement that has been    
filed with the Commission pursuant to this Agreement, and each underwriter for  
such holder, each other Person, if any, who controls such holder or underwriter 
within the meaning of the Securities Act or the Exchange Act, and each of their 
respective directors, general partners and officers, as follows:                

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 (a)  against any and all loss, liability, claim, damage or expense (other
         than amounts paid in settlement) incurred by such Person arising out of
    or based upon an untrue statement or alleged untrue statement of a
material fact contained in such registration statement (or any
        amendment or supplement thereto), including all documents incorporated
      therein by reference, or in any preliminary prospectus or prospectus
  included therein (or any amendment or supplement thereto) or the
       omission or alleged omission therefrom of a material fact required to
         be stated therein or necessary to make the statements therein, in light
  of the circumstances under which they were made, not misleading;

    (b)  against any and all loss, liability, claim, damage and expense incurred
         by such Person to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any  
governmental agency or body, in each case whether commenced or
     threatened, or of any claim whatsoever, that is based upon any such
      untrue statement or omission or any such alleged untrue statement or
      omission, if such settlement is effected with the written consent of
  the Company (which consent shall not be unreasonably withheld or
delayed); and                                                 

   (c)  against any and all expense incurred by such Person in connection with
     investigating, preparing or defending against any litigation or any
         investigation or proceeding by any governmental agency or body, in each
       case whether commenced or threatened in writing, or against any claim
         whatsoever, that is based upon any such untrue statement or omission or
       any such alleged untrue statement or omission, to the extent that any
such expense is not paid under clause (a) or (b) above;       

provided, however, that this indemnity does not apply to any loss, liability,   
claim, damage or expense to the extent arising out of or based upon an untrue   
statement or alleged untrue statement or omission or alleged omission made in   
reliance upon and in conformity with written information furnished to the       
Company by or on behalf of such holder expressly for use in the preparation of  
any registration statement (or any amendment or supplement thereto), including  
all documents incorporated therein by reference, or in any preliminary          
prospectus or prospectus included therein (or any amendment or supplement       
thereto); and provided further, however, that the Company will not be liable to 
any holder of Registrable Securities (or any other indemnified Person) under the
indemnity agreement in this Section 8.1, with respect to any preliminary        
prospectus or the final prospectus or the final prospectus as amended or        
supplemented, as the case may be, to the extent that                            

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any such loss, liability, claim, damage or expense of such holder (or other     
indemnified Person) results from the fact that such holder sold Registrable     
Securities to a Person to whom there was not sent or given, at or prior to the  
written confirmation of such sale, a copy of the final prospectus or of the     
final prospectus as then amended or supplemented, whichever is most recent, if  
the Company has previously and timely furnished copies thereof to such holder.  
Such indemnity shall remain in full force and effect regardless of any          
investigation made by or on behalf of such holder or any other Person eligible  
for indemnification under this Section 8.1, and shall survive the transfer of   
such securities by such seller.                                                 

      8.2 Indemnification by a Selling Stockholder. In connection with any
registration statement in which a holder of Registrable Securities is           
participating, each such holder agrees to severally and not jointly indemnify   
and hold harmless (in the same manner and to the same extent as set forth in    
Section 8.1 of this Agreement), to the extent permitted by law, the Company,    
each underwriter for any such holder and their respective directors, officers   
and controlling Persons, and their respective directors, officers and general   
partners, with respect to any statement or alleged statement in or omission or  
alleged omission from such registration statement, any preliminary, final or    
summary prospectus included therein, or any amendment or supplement thereto, or 
to any such prospectus, if such statement or alleged statement or omission or   
alleged omission was made in reliance upon and in conformity with written       
information that relates only to such holder or the plan of distribution that is
expressly furnished to the Company by or on behalf of such holder for use in the
preparation of such registration statement, preliminary, final or summary       
prospectus or amendment or supplement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Company  
or such underwriter or holder, as the case may be, or any of their respective   
directors, officers, controlling Persons or general partners and shall survive  
the transfer of Registrable Securities by such holder. With respect to each     
claim pursuant to this Section 8.2, each holder's maximum liability under this  
Section 8.2 shall be limited to an amount equal to the net proceeds actually    
received by such holder (after deducting any underwriting fees, discount and    
expenses) from the sale of Registrable Securities being sold pursuant to such   
registration statement or prospectus by such holder.                            

   8.3 Indemnification Procedure. Within 10 days after receipt by an
indemnified party hereunder of written notice of the commencement of any action 
or proceeding involving a claim referred to in Section 8.1 or Section 8.2, such 
indemnified party will, if a claim in respect thereof is to be made against an  
indemnifying party, give written notice to the latter of the commencement of    
such action; provided, however, that the failure of any indemnified party to    
give notice as provided herein shall not relieve the indemnifying party of its  
obligations under Section 8.1 or Section 8.2 except to the extent that the      
indemnifying party is actually prejudiced by such failure to give notice. In    
case any such action or proceeding is brought against an indemnified party, the 
indemnifying party will be entitled to participate in and to assume the defense 
thereof, jointly with any other indemnifying party similarly notified, to the   
extent that it may wish, with counsel                                           

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reasonably satisfactory to such indemnified party, and after notice from the    
indemnifying party to such indemnified party of its election so to assume the   
defense thereof, the indemnifying party will not be liable to such indemnified  
party for any legal fees and expenses subsequently incurred by the latter in    
connection with the defense thereof, unless in such indemnified party's         
reasonable judgment an actual or potential conflict of interest between such    
indemnified and indemnifying parties may exist in respect of such claim, in     
which case the indemnifying party shall not be liable for the fees and expenses 
of (i) in the case of a claim referred to in Section 8.1, more than one counsel 
(in addition to any local counsel) for all indemnified parties selected by the  
holders of a majority (by number of shares) of the Registrable Securities held  
by such indemnified parties, or (ii) in the case of a claim referred to in      
Section 8.2, more than one counsel (in addition to any local counsel) for the   
Company, in each case in connection with any one action or separate but similar 
or related actions or proceedings. An indemnifying party who is not entitled to 
(pursuant to the immediately preceding sentence), or elects not to, assume the  
defense of a claim will not be obligated to pay the fees and expenses of more   
than one counsel (in addition to any local counsel) for all parties indemnified 
by such indemnifying party with respect to such claim, unless in the reasonable 
judgment of any indemnified party an actual or potential conflict of interest   
may exist between such indemnified party and any other of such indemnified      
parties with respect to such claim, in which event the indemnifying party shall 
be obligated to pay the fees and expenses of such additional counsel or counsels
as may be reasonable in light of such conflict. The indemnifying party will not,
without the prior written consent of each indemnified party, settle or          
compromise or consent to the entry of any judgment in any pending or threatened 
claim, action, suit, investigation or proceeding in respect of which            
indemnification may be sought hereunder (whether or not such indemnified party  
or any Person who controls such indemnified party is a party to such claim,     
action, suit, investigation or proceeding), unless such settlement, compromise  
or consent includes an unconditional release of such indemnified party from all 
liability arising out of such claim, action, suit, investigation or proceeding. 
Notwithstanding anything to the contrary set forth herein, and without limiting 
any of the rights set forth above, in any event any indemnified party will have 
the right to retain, at its own expense, counsel with respect to the defense of 
a claim.                                                                        

         8.4 Underwriting Agreement. The Company, and each holder of Registrable
Securities requesting registration of all or any part of such holder's          
Registrable Securities pursuant to Article II or Article III, shall provide for 
the foregoing indemnity (with appropriate modifications) in any underwriting    
agreement entered into in connection with a Demand Registration or a Piggyback  
Registration with respect to any required registration or other qualification of
Registrable Securities under any Federal or state law or regulation of any      
governmental authority.                                                         

       8.5 Contribution. If the indemnification provided for in Sections 8.1
and 8.2 of this Agreement is unavailable to hold harmless an indemnified party  
under such Sections, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the losses, claims,    
damages, liabilities or expenses referred to in Section 8.1 or Section 8.2      

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of this Agreement in such proportion as is appropriate to reflect the relative  
benefits received by the indemnifying party, on the one hand, and the           
indemnified party, on the other hand, from such offering of securities. If,     
however, the allocation provided in the immediately preceding sentence is not   
permitted by applicable law, then each indemnifying party shall contribute to   
the amount paid or payable by such indemnified party in such proportion as is   
appropriate to reflect not only such relative benefits but also the relative    
fault of the indemnifying party, on the one hand, and the indemnified party, on 
the other hand, as well as any other relevant equitable considerations. Without 
limiting the generality of the foregoing, the relative fault shall be determined
by reference to, among other things, the parties' relative knowledge and access 
to information concerning the matter with respect to which the claim was        
asserted and the opportunity to correct and prevent any statement or omission,  
whether the untrue or alleged untrue statement of a material fact or the        
omission or alleged omission to state a material fact relates to information    
supplied by the indemnifying party or the indemnified party and the parties'    
relative intent, knowledge, access to information and opportunity to correct or 
prevent such untrue statements or omission. The parties hereto agree that it    
would not be just and equitable if contributions pursuant to this Section 8.5   
were to be determined by pro rata or per capita allocation (even if the         
underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations       
referred to in the first and second sentences of this Section 8.5. The amount   
paid by an indemnified party as a result of the losses, claims, damages,        
liabilities or expenses referred to in the first sentence of this Section 8.5   
shall be deemed to include any legal or other expenses reasonably incurred by   
such indemnified party in connection with investigating or defending any action 
or claim (which shall be limited as provided in Section 8.3 of this Agreement if
the indemnifying party has assumed the defense of any such action in accordance 
with the provisions thereof) which is the subject of this Section 8.5. Promptly 
after receipt by an indemnified party under this Section 8.5 of notice of the   
commencement of any action against such party in respect of which a claim for   
contribution may be made against an indemnifying party under this Section 8.5,  
such indemnified party shall notify the indemnifying party in writing of the    
commencement thereof if the notice specified in Section 8.3 of this Agreement   
has not been given with respect to such action; provided that the omission to so
notify the indemnifying party shall not relieve the indemnifying party from any 
liability which it may otherwise have to any indemnified party under this       
Section 8.5, except to the extent that the indemnifying party is actually       
prejudiced by such failure to give notice. The Company and each holder of       
Registrable Securities agrees with each other and the underwriters of the       
Registrable Securities, if requested by such underwriters, that (a) the         
underwriters' portion of such contribution shall not exceed the underwriting    
discount and (b) that the amount of any contribution shall not exceed an amount 
equal to the net proceeds actually received by such indemnifying party from the 
sale of Registrable Securities in the offering to which the losses, liabilities,
claims, damages or expenses of the indemnified parties relate. No Person guilty 
of fraudulent misrepresentation (within the meaning of Section 11(f) of the     
Securities Act) shall be entitled to contribution from any Person who was not   
guilty of such fraudulent misrepresentation.                                    

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     8.6 Periodic Payments. The indemnification required by this Article
VIII shall be made by periodic payments of the amount thereof during the course 
of the relevant investigation or defense, as and when bills are received or     
expense, loss, damage or liability is incurred.                                 

ARTICLE IX
RULE 144

9.1 Compliance. If the Company shall have filed a registration
statement pursuant to the requirements of Section 12 of the Exchange Act or a   
registration statement pursuant to the requirements of the Securities Act, the  
Company covenants that it will file the reports required to be filed by it under
the Securities Act and the Exchange Act (or, if the Company is not required to  
file such reports, it will, upon the request of any holder of Registrable       
Securities, make publicly available other information), and it will take such   
further action as any holder of Registrable Securities may reasonably request,  
all to the extent required from time to time to enable such holder to sell      
shares of Registrable Securities without registration under the Securities Act  
in compliance with (a) Rule 144 under the Securities Act, as such Rule may be   
amended from time to time, or (b) any similar rule or regulation hereafter      
adopted by the Commission. Upon the request of any holder of Registrable        
Securities, the Company will deliver to such holder a written statement as to   
whether it has complied with such requirements.                                 

 ARTICLE X
 PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

         10.1 Participation. No holder of Registrable Securities may participate
in any underwritten registration hereunder unless such holder (a) agrees to sell
such holder's Registrable Securities on the basis provided in any underwriting  
arrangements approved by the Person or Persons entitled hereunder to approve    
such arrangements and (b) completes and executes all questionnaires, powers of  
attorney, indemnities, underwriting agreements, escrow agreements and other     
documents reasonably required under the terms of such underwriting arrangements 
and consistent with the provisions of this Agreement.                           

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ARTICLE XI
 MISCELLANEOUS

      11.1 No Inconsistent Agreements. The Company represents and warrants
that it does not currently have, and covenants that it will not hereafter enter 
into, any agreement which is inconsistent with, or would otherwise restrict the 
performance by the Company of, its obligations hereunder.                       

         11.2 Adjustments Affecting Registrable Securities. The Company will use
all reasonable efforts not to take any action, and not to fail to take any      
action which it may properly take, with respect to its securities if such action
or failure to act would adversely affect (a) the ability of the holders of      
Registrable Securities to include Registrable Securities in a registration      
undertaken pursuant to this Agreement or (b) to the extent within the Company's 
control, would adversely affect the marketability of such Registrable Securities
in any such registration (it being understood that the actions referred to in   
this Section 11.2 include effecting a stock split or a combination of shares).  

      11.3 Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not         
performed in accordance with the terms hereof and that the parties shall be     
entitled to specific performance of the terms hereof, in addition to any other  
remedy that may be available to any of them at law or equity; provided, however,
that each of the parties hereto agrees to provide the other parties with written
notice at least two business days prior to filing any motion or other pleading  
seeking a temporary restraining order, a temporary or permanent injunction,     
specific performance, or any other equitable remedy and to give the other       
parties and their counsel a reasonable opportunity to attend and participate in 
any judicial or administrative hearing or other proceeding held to adjudicate or
rule upon any such motion or pleading.                                          

 11.4 Actions Taken; Amendments and Waivers. Except as otherwise
provided herein, no modification, amendment or waiver of any provision of this  
Agreement will be effective against the Company or any holder of Registrable    
Securities, unless such modification, amendment or waiver is approved in writing
by the Company, the Required 399 Stockholders and Stockholders (other than the  
399 Stockholders) which then hold in the aggregate more than 50% of the         
Registrable Securities held by such Stockholders on a Diluted Basis; provided,  
that, no such modification, amendment or waiver may eliminate the right of the  
CMP Stockholders to request a Demand Registration or modify or adjust any       
provisions governing the priorities set forth in Sections 2.5, 3.3 or 3.4 of    
this Agreement without the prior written consent of the Required CMP            
Stockholders. Each of the Stockholders and the Company shall be bound by each   
modification, amendment or waiver authorized in accordance with this Section    
11.4, regardless of whether the certificates evidencing the Registrable         
Securities shall have been marked to indicate such modification, amendment or   
waiver. The failure of any party hereto to enforce any of the provisions of this
Agreement will in no way be                                                     

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construed as a waiver of such provisions and will not affect the right of such  
party thereafter to enforce each and every provision of this Agreement in       
accordance with its terms.                                                      

       11.5 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their      
respective successors and assigns. In addition, and whether or not any express  
assignment has been made, the provisions of this Agreement which are for the    
benefit of purchasers or holders of Registrable Securities are also for the     
benefit of, and enforceable by, any subsequent holder of Registrable Securities,
except to the extent reserved to or by the transferor in connection with any    
such transfer; provided, however, that the benefits of this Agreement shall     
inure to and be enforceable by any transferee of Registrable Securities only if 
such transferee shall have acquired such Registrable Securities in accordance   
with the terms of the Investors' Agreement and shall have executed a            
Registration Rights Joinder Agreement.                                          

11.6 Notices.                                                 

(a)  All notices, requests and other communications hereunder must be in
writing and will be deemed to have been duly given only if delivered            
personally against written receipt or by facsimile transmission or mailed (by   
registered or certified mail, postage prepaid, return receipt requested) or     
delivered by reputable overnight courier, fee prepaid, to the parties at the    
following addresses or facsimile numbers:                                       

If to any 399 Stockholder, to:                                

399 Venture Partners, Inc.                                    
399 Park Avenue                                               
New York, New York 10022                                      
Facsimile No.: (212) 888-2940                                 
Attn: Michael A. Delaney                                      

with a copy to:                                               

Morgan, Lewis & Bockius LLP                                   
101 Park Avenue                                               
New York, New York 10178                                      
Facsimile No.: 212-309-6273                                   
Attn: Philip H. Werner, Esq.                                  

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If to the Company, to:                                        

Allied Digital Technologies Corp.                             
140 Fell Court                                                
Hauppauge, NY 11788                                           
Facsimile No.: (516) 232-5370                                 
Attn: Chief Executive Officer                                 

with a copy to:                                               

399 Venture Partners, Inc.                                    
399 Park Avenue                                               
New York, New York 10022                                      
Facsimile No.: (212) 888-2940                                 
Attn: Michael A. Delaney                                      

If to any CMP Stockholder, to:                                

Citicorp Mezzanine Partners, L.P.                             
399 Park Avenue                                               
New York, New York 10043                                      
Facsimile No.: 212-888-2940                                   
Attn: Richard E. Mayberry, Jr.                                

and                                                           

Fleet Corporate Finance, Inc.                                 
c/o Mainsail Capital                                          
One Federal Street                                            
Mail Stop MA OF D03L                                          
Boston, Massachusetts 02110                                   
Attn: Robert Ziemer                                           

with a copy to:                                               

Kirkland & Ellis                                              
153 East 53rd Street                                          
New York, New York 10022                                      
Facsimile No.: 212-446-4900                                   
Attn: Eunu Chun, Esq.                                         

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     If to any Management Stockholder or Additional Stockholders, to the
address on file with the Company.                                               

(b)  All such notices, requests and other communications will be deemed 
delivered upon receipt. Any party hereto may from time to time change its       
address, facsimile number or other information for the purpose of notices to    
such party by giving notice specifying such change to the other parties         
hereto in accordance with Section 11.6(a).                                      

         11.7 Headings; Certain Conventions. The headings used in this Agreement
are for convenience of reference only and shall not define, limit or otherwise  
affect any of the terms or provisions hereof. Unless the context otherwise      
expressly requires, all references herein to Articles, Sections and Exhibits are
to Articles and Sections of, and Exhibits to, this Agreement. The words         
"herein," "hereunder" and "hereof" and words of similar import refer to this    
Agreement as a whole and not to any particular Section or provision. The words  
"include", "includes" and "including" shall be deemed to be followed by the     
phrase "without limitation".                                                    

       11.8 Gender. Whenever the pronouns "he" or "his" are used herein they
shall also be deemed to mean "she" or "hers" or "it" or "its" whenever          
applicable. Words in the singular shall be read and construed as though in the  
plural and words in the plural shall be construed as though in the singular in  
all cases where they would so apply.                                            

        11.9 Invalid Provisions. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under any present or future law, and if the
rights or obligations of any party hereto under this Agreement will not be      
materially and adversely affected thereby, (i) such provision will be fully     
severable, (ii) this Agreement will be construed and enforced as if such        
illegal, invalid or unenforceable provision had never comprised a part hereof,  
(iii) the remaining provisions of this Agreement will remain in full force and  
effect and will not be affected by the illegal, invalid or unenforceable        
provision or by its severance here from and (iv) in lieu of such illegal,       
invalid or unenforceable provision, there will be added automatically as a part 
of this Agreement a legal, valid and enforceable provision as similar in terms  
to such illegal, invalid or unenforceable provision as may be possible.         

       11.10 Governing Law. The corporate laws of the State of Delaware will
govern all questions concerning the relative rights of the Company and its      
stockholders hereunder. All other questions concerning the construction,        
validity and interpretation of this Agreement shall be governed and construed in
accordance with the domestic laws of the State of New York, without giving      
effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of New York.                  

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   11.11 Consent to Jurisdiction and Service of Process. EACH OF THE
PARTIES HERETO CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT       
LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES 
THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT MAY BE LITIGATED IN  
SUCH COURTS. EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION    
WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE            
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON        
CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY 
IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO FURTHER           
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED 
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY     
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTY AT THE ADDRESS      
SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 15 DAYS AFTER SUCH
MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY  
PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN 
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR  
TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OF THE OTHER PARTIES HERETO  
IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY     
APPLICABLE LAW.                                                                 

      11.12 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS AGREEMENT. EACH OF THE PARTIES HERETO ALSO WAIVES ANY    
BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE  
REQUIRED OF SUCH PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE              
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION    
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW   
AND STATUTORY CLAIMS. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS
THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY  
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL  
COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER 
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, 
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF       
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE  
COURT.                                                                          

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     11.13 Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which        
together will constitute one and the same instrument.                           

[Signature Page to Follow]

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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.                                   

       ALLIED DIGITAL TECHNOLOGIES CORP.

By: /s/ John K. Mangini   
                          --------------------------------------------
   Name: John K. Mangini
                          Title: President and Chief Executive Officer

399 VENTURE PARTNERS, INC.

By: /s/ Ian D. Highet     
                          --------------------------------------------
 Name: Ian D. Highet
   Title: Vice President

MANAGEMENT MEMBERS        

/s/ John Kennneth Mangini 
                  --------------------------------------------
John Kenneth Mangini      

/s/ Donald Olesen         
                  --------------------------------------------
Donald Olesen             

/s/ Steven D. Granat      
                  --------------------------------------------
Steven D. Granat          

/s/ Brian Wilson          
                  --------------------------------------------
Brian Wilson              

 [Signature Page to Registration Rights Agreement]
NY02A/216154.9                                                                  

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/s/ Emily Moore Hill      
                  --------------------------------------------
Emily Moore Hill          

/s/ David Ray Conrad      
                  --------------------------------------------
David Ray Conrad          

/s/ Charles A. Mantione   
                  --------------------------------------------
Charles A. Mantione       

/s/ John James Mangini    
                  --------------------------------------------
John James Mangini        

/s/ Edward Simek          
                  --------------------------------------------
Edward Simek              

 [Signature Page to Registration Rights Agreement]

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       CITICORP MEZZANINE PARTNERS, L.P.

           By:  Citicorp Capital Investors, Ltd.
Its: General Partner      

      By: /s/ Richard E. Mayberry, Jr.
                        --------------------------------------------
          Name: Richard E. Mayberry, Jr.
 Title: Vice President

   FLEET CORPORATE FINANCE, INC.

By: /s/ Robert Ziemer     
                        --------------------------------------------
Name: Robert Ziemer 
               Title: Director of Mainsail Capital

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 [Signature Page to Registration Rights Agreement]

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                                                               Exhibit A-1

 Form of Registration Rights Joinder Agreement
 For Permitted Transferees

Allied Digital Technologies Corp.                                               
140 Fell Court                                                                  
Hauppauge, NY 11788                                                             

Attention: Chief Executive Officer                                              

Ladies & Gentlemen:                                                             

  In consideration of the transfer to the undersigned of [describe
security being transferred] of Allied Digital Technologies Corp., a Delaware    
corporation (the "Company"), the undersigned represents that it is a Permitted  
Transferee of [insert name of transferor] and agrees that, as of the date       
written below, [he] [she] [it] shall become a party to, and a Permitted         
Transferee as defined in, that certain Registration Rights Agreement dated as of
______ __, 1998, as such agreement may have been amended from time to time (the 
"Agreement"), among the Company and the persons named therein, and as a         
Permitted Transferee shall be fully bound by, and subject to, all of the        
covenants, terms and conditions of the Agreement that were applicable to the    
undersigned's transferor, as though an original party thereto and shall be      
deemed a [Management Stockholder and/or an Additional Stockholder 399           
Stockholder] for all purposes thereof.                                          

Executed as of the       day of         ,      .              

SIGNATORY:          
                                 ---------------------------------

Address:            
                                 ---------------------------------

                                 ---------------------------------

        ACKNOWLEDGED AND ACCEPTED:

               ALLIED DIGITAL TECHNOLOGIES CORP.

By                
                      ------------------------------------
Name:         
Title:        

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                                                               Exhibit A-2

 Form of Registration Rights Joinder Agreement
 For Additional Stockholders
(including Additional Management Stockholders)

Allied Digital Technologies Corp.                                               
140 Fell Court                                                                  
Hauppauge, NY 11788                                                             

Attention: Chief Executive Officer                                              

Ladies & Gentlemen:                                                             

  In consideration of the issuance to the undersigned of [describe
security being issued] of Allied Digital Technologies Corp., a Delaware         
corporation (the "Company"), the undersigned agrees that, as of the date written
below, [he] [she] [it] shall become a party to [and a Management Stockholder    
under] that certain Registration Rights Agreement dated as of ______ __, 1998,  
as such agreement may have been amended from time to time (the "Agreement"),    
among the Company and the persons named therein, and shall be fully bound by,   
and subject to, the covenants, terms and conditions of the Agreement as provided
under Section 11.5 of the Agreement as though an original party thereto.        

Executed as of the       day of         ,      .              

SIGNATORY:          
                                 ---------------------------------

Address:            
                                 ---------------------------------

                                 ---------------------------------

        ACKNOWLEDGED AND ACCEPTED:

               ALLIED DIGITAL TECHNOLOGIES CORP.

By                
                      ------------------------------------
Name:         
Title:        

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                                                               Exhibit A-3

 Form of Registration Rights Joinder Agreement
 For Transferees under Section 2.4 of the Investors' Agreement

Allied Digital Technologies Corp.                                               
140 Fell Court                                                                  
Hauppauge, NY 11788                                                             

Attention: Chief Executive Officer                                              

Ladies & Gentlemen:                                                             

  In consideration of the transfer to the undersigned of [describe
security being transferred] of Allied Digital Technologies Corp., a Delaware    
corporation (the "Company"), the undersigned agrees that, as of the date written
below, [he] [she] [it] shall become a party to and an Additional Stockholder    
under that certain Registration Rights Agreement dated as of _______ __, 1998,  
as such agreement may have been amended from time to time (the "Agreement"),    
among the Company and the persons named therein, and shall be fully bound by,   
and subject to, the covenants, terms and conditions of the Agreement as provided
under Section 11.5 of the Agreement as though an original party thereto.        

Executed as of the       day of         ,      .              

SIGNATORY:          
                                 ---------------------------------

Address:            
                                 ---------------------------------

                                 ---------------------------------

        ACKNOWLEDGED AND ACCEPTED:

               ALLIED DIGITAL TECHNOLOGIES CORP.

By                
                      ------------------------------------
Name:         
Title:        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/2/98
		9/24/98		1		4			15-12B,  8-K,  DEF13E3/A
		5/5/98		4					8-K
									List all Filings