incidental registration

17:08 Jan 15, 2004 

Incidental Registration. i)If the Company proposes to register any of its Common Stock Equivalent under the Securities Act (other than in a registration (i) on Form S-8 or S-4 or any successor or similar forms, (ii) relating to Common Stock Equivalent issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or (iii) in connection with a direct or indirect merger, acquisition or other similar transaction) whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.01(b) hereof, give prompt written notice at least 30 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholders' rights under this Article 5 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Registrable Stock as each such Shareholder may request (an �Incidental Registration�)