NORTHEAST PENNSYLVANIA FINANCIAL CORP
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>firstfedexib102.htm
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<HTML>
<head>
<TITLE> Northeast Pennsylvania Financial Corp Exhibit 10.2</TITLE>
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<BODY>

<P ALIGN=CENTER><B>REGISTRATION RIGHTS AGREEMENT</B></P>
<BR>
<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS
REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and effective
as of December 7, 2000, by and among Northeast Pennsylvania Financial Corp, a
Delaware corporation (the "Company") and James Clark, James McCann,
Joseph Schlitzer and John W. Sink (the "Stockholders" and each a
"Stockholder"). </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
subject to the terms and conditions of the Agreement, dated as of December 7,
2000, by and among the Company and the Stockholders and Higgins Insurance
Associates, Inc. ("HIA") (the "Acquisition Agreement"), the
Company has issued shares of its Common Stock (the "Shares"); and </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
subject to the terms and conditions set forth herein, the Company has agreed to
grant certain registration rights to the Stockholders with respect to the
Shares; </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the forgoing and the covenants and agreements
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows: </P>

<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 1.        Definitions.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
used herein, the terms below shall have the following meanings. Any such term,
unless the context otherwise requires, may be used in the singular or plural,
depending upon the reference. </P>

<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Affiliate"</B> shall have the meaning provided in the Exchange Act.
<BR>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Agreement"</B> shall mean this Registration Rights Agreement.

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Acquisition
Agreement</B>" shall mean the Acquisition Agreement, dated December 7,2000
between the Company and the Stockholders and HIA </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Common
Stock" </B>shall mean shares of common stock, par value $0.01 per share, of
the Company. </P>

<p align=justify><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Company"</B> shall mean Northeast Pennsylvania Financial Corp., a Delaware corporation.

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Demand
Registration"</B> shall mean a registration effected pursuant to Section
2(a) hereof. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Eligible
Period"</B> shall mean the period commencing on the first anniversary of
the date of this Agreement and terminating on the 5th anniversary of the date of
this Agreement. </P>
<BR>
<BR>
<p align=center>1</P>
<BR>
<BR>
<PAGE>
<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Exchange
Act"</B> shall mean the Securities Exchange Act of 1934, as amended, and
the rules and regulations issued pursuant to that Act. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Form
S-3 Registration"</B> shall mean a registration of securities under the
Securities Act effected on a Form S-3 Registration Statement adopted by the SEC,
or any successor form. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"HIA"</B> shall mean Higgins Insurance Associates, Inc., a Pennsylvania corporation.

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Maximum Offering Size"</B> shall have the meaning assigned to such term in Section
4 of this Agreement. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Maximum Registrable Shares"</B> for each Stockholder shall mean:</P>
<PRE>
         Prior to the second anniversary date of this Agreement        25%  of  the  Shares  attributable  to  such
                  Stockholder

         Between the second anniversary and prior to the third         50% of the Shares attributable
         anniversary of this Agreement                                 to such Stockholder

         Between the third anniversary and prior to the fourth         75% of the Shares attributable
         anniversary of this Agreement                                 to such Stockholder

         On and after the fourth anniversary of this Agreement         100% of the Shares attributable
                                                                              to such Stockholder
</PRE>
<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>provided,
however,</I> that Maximum Registrable Shares for each Stockholder at any time
shall be reduced by any Shares previously sold to such Stockholder. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Person"</B>
shall mean an individual, partnership, limited liability company, joint venture,
corporation, trust or unincorporated organization or any other similar entity. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Register"</B>,
<B>"registered"</B> and <B>"registration"</B> shall refer to
a registration effected by preparing and filing with the SEC a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement or
document by the SEC. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Registrable
Shares"</B> shall mean the Shares and any securities of the Company issued
as a dividend or distribution with respect to, or in exchange for or replacement
of such Shares; <I>provided, however,</I> that Shares shall be treated as
Registrable Shares only if and so long as (i) all of such Shares proposed to be
sold may not be sold, at the time of such proposed sale, without compliance with
the registration requirements of the</P>
<BR>
<BR>
<p align=center>2</p>
<PAGE>

<p align=justify>Securities Act in reliance upon Rule 144, including Rule 144(k), under the Securities Act, or any successor rule; (ii)
such Shares have not been sold by the Stockholder pursuant to an effective
Registration Statement under the Securities Act; or (iii) such Shares have not
been publicly sold in a transaction exempt from the registration and prospectus
delivery requirements of the Securities Act pursuant to Rule 144 under the
Securities Act (or any similar provision). </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Registration
Statement"</B> shall mean a registration statement filed with the SEC to
register an offering of securities in compliance with the Securities Act, filed
on any form available to the Company. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"SEC"</B> shall mean the United States Securities and Exchange Commission.

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Securities
Act"</B> shall mean the Securities Act of 1933, as amended, and the rules
and regulations issued pursuant to that Act. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Shares"</B>
shall mean any shares of Common Stock issued by the Company pursuant to the
Acquisition Agreement. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Stockholders"</B> shall mean James Clark, James McCann, Joseph Schlitzer and John W. Sink.

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>"Violation"
</B>shall mean those actions described in Section 9(a) of this Agreement. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 2.        Registration Rights.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)      Demand  Registration.  If the Company  shall  receive,  at any time during the  Eligible
Period, a written request from one or more  Stockholders  that the Company file a Registration  Statement under the
Securities Act covering the registration of at least one hundred (100)  Registrable  Shares (adjusted for all stock
splits or similar  transactions),  and the Company is entitled to register such offering of Registrable Shares on a
Form S-3  Registration  Statement,  then the  Company  shall,  subject to the  limitations  of Section 4 and to the
extent required under Section 6 of this Agreement,  use all commercially  reasonable  efforts to effect, as soon as
practicable,  the registration under the Securities Act of such Registrable Shares for resale;  provided,  however,
that the Company shall not be required to cover in any such  Registration  Statement for any Stockholder  more than
the Maximum Registrable Shares then applicable.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)      Limit on Demand  Registrations.  In no event  shall the  Company be  required  to effect
more than four  registrations  pursuant to Section 2(a).  For purposes of this Section  2(b), no such  registration
shall be deemed a Demand Registration  unless and until the Registration  Statement filed pursuant thereto has been
declared  effective  by the SEC and  sales  of the  securities  have  been  permitted  consistent  with the plan of
distribution described in the Registration Statement.</P>

<BR>
<BR>
<p align=center>3</P>
<BR>
<BR>
<page>
<BR>
<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)      Underwritten  Offering.  If the Stockholder or Stockholders  requesting the registration
under  Section  2(a)  intends  to  distribute  the  Registrable  Shares  covered  by its  request  by  means  of an
underwritten  offering,  it shall so advise the Company as a part of its request made pursuant to Section 2(a), and
the  Company  shall  include  in the  applicable  Registration  Statement  such  information  with  respect  to the
underwriting  and the  Stockholder  as may be set forth in such  written  request.  The  selection  of the managing
underwriter  of any  underwritten  offering under Section 2 shall be made by the  Stockholder,  with the consent of
the  Company  (such  consent  not to be  unreasonably  withheld).  The  Stockholder  proposing  to  distribute  its
securities  through such underwritten  offering shall (together with the Company as provided in Section 6(e)) enter
into an  underwriting  agreement  with  customary  terms with the  underwriter  or  underwriters  selected for such
underwritten offering.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 3.        Piggy-Back Registrations.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)      General.  If at any time during the Eligible  Period,  the Company  proposes to register
any shares of its Common Stock under the Securities Act in connection  with the public  offering of such securities
(other  than a  registration  on Form S-4 or Form S-8 or any  successor  forms or filed by the  Company  to satisfy
demand  registration  rights),  the Company shall, at such time,  promptly give the Stockholders  written notice of
such  registration.  Upon the written request of a Stockholder given within fifteen (15) days after mailing of such
notice by the Company in accordance  with Section 18 hereof,  the Company  shall cause to be  registered  under the
Securities  Act all of the  Registrable  Shares up to the then  applicable  Maximum  Registrable  Shares  that such
Stockholder has requested to be registered, subject to the limitations set forth in Section 4 hereof.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)      Underwriting  Requirements.  In connection with any underwritten  offering,  the Company
shall not be  required  under  this  Section  3 to  include  any of the  Stockholder's  Registrable  Shares in such
underwriting  unless the Stockholder  accepts the terms of the  underwriting as agreed upon between the Company and
the underwriters, and then only in such quantity as determined in accordance with Section 4 hereof.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 4.        Limitations on Registration.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)      Underwriters  Cut-back in the Case of a  Piggy-Back  Registration.  If, in the case of a
registration,  the  managing  underwriter  advises the  Company in writing  that the number of  Registrable  Shares
requested  to be  included  in the  registration  by all  Persons  (including  the  Company)  exceeds the number of
Registrable  Shares  which  can be sold in such  offering  without  having  an  adverse  effect  on such  offering,
including without  limitation,  the price at which such securities can be sold (the "Maximum  Offering Size"),  the
Company shall be obligated to include in such  registration only that number of securities,  including  Registrable
Shares,  which the  underwriters  determine  in their  sole  discretion  will not  jeopardize  the  success  of the
offering.  In such event, the Company will be obligated to include in such registration:

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)      any and all shares offered for sale by the Company; and
to the extent of any remaining shares which may be sold in such offering without
exceeding the Maximum Offering Size, any shares included in such registration by
any stockholder, including the Stockholder (pro rata based on the total number
of shares, covered by piggy back registration rights with the Company held by
such stockholders exercising registration rights in the registration).</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)      Deferral of Filing.  The Company  may delay the filing  (but not the  preparation)  of a
registration  statement  required by Section 2 until a date not later than 120 days after a registration  statement
is required to be filed if:

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)      the Company or any of its subsidiaries is engaged in confidential  negotiations
or other confidential business activities, disclosure of which would be required in such registration
statement (but would not be required if such registration statement were not
filed), and the Board of Directors of the Company determines in good faith that
such disclosure would be materially detrimental to the Company or its
stockholders or would have a material adverse effect on any such confidential
negotiations or other confidential business activities, or </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)     the Board of Directors of the Company,  at time of the receipt of a request for
registration, has been considering a registered underwritten public offering of the Company&#146;s
securities for the Company's account and the Company takes substantial
steps (including, but not limited to, selecting a managing underwriter for such
offering) and proceeds with reasonable diligence to effect such offering. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A deferral  of the filing of a  registration  statement  pursuant to this  Section  4(b) shall be
lifted, and the requested registration  statement shall be filed forthwith,  if, in the case of a deferral pursuant
to clause (i) of the preceding  paragraph,  the  negotiations or other activities are terminated or the transaction
contemplated by such  negotiations or other  activities is consummated,  or, in the case of a deferral  pursuant to
clause (ii) of the  preceding  paragraph,  the proposed  registration  for the Company's  account is abandoned.  In
order to defer the filing of a  registration  statement  pursuant to this Section 4(b),  the Company shall promptly
(but in any event  within  10  days),  upon  determining  to seek  such  deferral,  deliver  to the  Stockholder  a
certificate  signed by an  executive  officer of the  Company  stating  that the Company is  deferring  such filing
pursuant to this Section 4(b) and a general  statement of the reason for such deferral and an  approximation of the
anticipated  delay.  Within twenty (20) days after  receiving such  certificate,  the  Stockholder may withdraw its
request by giving  notice to the Company.  If  withdrawn,  the such  request  shall be deemed not to have been made
for all purposes of this Agreement.</P>
<BR>
<BR>
<p align=center>5</P>
<BR>
<BR>
<page>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 5.        Expenses of Registrations.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall bear and pay all expenses  incurred in connection with  registering the sale of
Registrable Shares on behalf of the Stockholder  pursuant to Section 2; provided,  however,  that if any securities
other than the  Registrable  Shares are  included  in such  registration,  any  person on whose  behalf  such other
securities  have been  included  may be required to pay that  percentage  of the total  expenses  which  equals the
percentage of the total proceeds received by such person.

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 6.        Obligations of the Company.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Whenever  required under this Agreement to effect the  registration  of any  Registrable  Shares,
the Company  shall,  as  expeditiously  as  reasonably  possible,  use  commercially  reasonable  efforts to do the
following:</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)      SEC  Filing.  Prepare and file with the SEC a  registration  statement  with  respect to
such Registrable  Shares and to cause such  registration  statement to become  effective,  and, upon the request of
the  Stockholder,  keep  such  registration  statement  effective  for up to 180  days or until  all of the  Shares
registered thereunder are sold, whichever occurs sooner.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)      Amendments.  Prepare  and file  with the SEC such  amendments  and  supplements  to such
registration  statement and the prospectus used in connection with such registration  statement as may be necessary
to comply with the provisions of the Securities  Act with respect to the  disposition of all securities  covered by
such  registration  statement,  and furnish such copies thereof to the Stockholder and any underwriters as they may
reasonably request.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)      Prospectus.  Furnish to the Stockholder and any  underwriters  such numbers of copies of
a prospectus,  including a preliminary  prospectus,  in conformity with the requirements of the Securities Act, and
such other  documents as it may  reasonably  request in order to facilitate the  disposition of Registrable  Shares
owned by it, and cause all related  filings to be made with the SEC as  required  by Rule 424 under the  Securities
Act.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)      Blue Sky  Qualification.  Register and qualify the  Registrable  Shares  covered by such
registration  statement under such other  securities or Blue Sky laws of such  jurisdictions as shall be reasonably
requested by the Stockholder and any  underwriters;  provided,  however,  that the Company shall not be required in
connection  therewith or as a condition  thereto to qualify to do business or to file a general  consent to service
of  process  in any such  states or  jurisdictions,  unless  the  Company  is  already  subject  to service in such
jurisdiction and except as may be required by the Securities Act.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)      Underwriting  Agreement.  In the event of any underwritten  public offering,  enter into
and perform its  obligations  under an  underwriting  agreement,  in usual and  customary  form,  with the managing
underwriter of such offering,  including, without limitation,  delivering opinions of counsel and "comfort letters"
of  accountants;  provided,  however,  that  such  managing  underwriter  has  been  selected  consistent  with the
provisions of Section 2(c). The Stockholder  participating in such  underwriting  shall also enter into and perform
its obligations under such an agreement.</P>
<BR>
<BR>
<p align=center>6</P>
<BR>
<BR>
<page>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)      Prospectus  Delivery.  Promptly notify the Stockholder of Registrable  Shares covered by
the  registration  statement at any time when the Company  becomes  aware of the happening of any event as a result
of which the registration  statement or the prospectus  included in such  registration  statement or any supplement
to the  prospectus  (as then in effect)  contains  any  untrue  statement  of a  material  fact or omits to state a
material  fact  necessary  to  make  the  statements  therein  (in the  case of the  prospectus,  in  light  of the
circumstances  under which they were made) not misleading or, if for any other reason it shall be necessary  during
such time period to amend or supplement  the  registration  statement or the prospectus in order to comply with the
Securities  Act,  whereupon,  in either case, the  Stockholder  shall  immediately  cease to use such  registration
statement or prospectus for any purpose and, as promptly as practicable  thereafter,  the Company shall prepare and
file with the SEC, and furnish without charge to the Stockholder  and managing  underwriters,  if any, a supplement
or amendment to such  registration  statement or prospectus which will correct such statement or omission or effect
such compliance and provide such copies thereof as the Stockholder and any underwriters may reasonably request.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)      Prospectus  Supplement;   Post-Effective   Amendments.  If  requested  by  the  managing
underwriter  or any seller,  promptly  incorporate  in a prospectus  supplement or  post-effective  amendment  such
information  regarding the seller and the offering as the managing  underwriter or any seller  reasonably  requests
in writing to be included therein,  including,  without  limitation,  with respect to the Registrable  Shares being
sold by such  seller,  the purchase  price being paid  therefor by the  underwriters  and with respect to any other
terms of the  underwritten  offering of the Registrable  Shares to be sold in such offering,  and promptly make all
required filings of such prospectus supplement or post-effective amendment.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)      Delivery  of  Filings.  As  promptly  as  practicable  after  filing with the SEC of any
document which is  incorporated  by reference into a registration  statement,  deliver a copy of each such document
(in the form in which it was incorporated) to each seller.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)      Securities  Certificates.  Cooperate  with the sellers and the managing  underwriter  to
facilitate  the timely  preparation  and delivery of  certificates  (which shall not bear any  restrictive  legends
unless required under  applicable law)  representing  securities sold under any registration  statement,  to enable
such  securities  to be in such  denominations  and  registered in such names as the managing  underwriter  or such
sellers may request and to make  available  to the  Company's  transfer  agent prior to the  effectiveness  of such
registration statement a satisfactory supply of such certificates.</P>

<BR>
<BR>
<p align=center>7</P>
<BR>
<BR>
<page>
<BR>
<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)      Opinions  of  Counsel;   Accountants'  Comfort  Letters.  Furnish  to  each  seller  and
underwriter  a signed  counterpart  of (i) an opinion or  opinions  of  counsel to the  Company  and (ii) a comfort
letter or comfort letters from the Company's  independent public  accountants,  each in customary form and covering
such matters as are  customarily  covered by such opinions or comfort  letters,  as the case may be, as the sellers
or managing underwriter reasonably requests.

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)      Listing  of  Shares.   Cause  the  Registrable   Shares  included  in  any  registration
statement to be (i) listed on each securities  exchange,  if any, on which similar securities issued by the Company
are then  listed,  or (ii)  authorized  to be quoted  and/or  listed (to the  extent  applicable)  on the  National
Association of Securities Dealers,  Inc. Automated Quotation  ("Nasdaq") or the National Market System of Nasdaq if
the Registrable Shares so qualify;</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)      CUSIP  Number.  Provide  a CUSIP  number  for the  Registrable  Shares  included  in any
registration statement not later than the effective date of such registration statement.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)      NASD  Filings.  Cooperate  with the  seller  and the  underwriter  participating  in the
disposition of such Registrable  Shares and their respective  counsel in connection with any filings required to be
made with the National Association of Securities Dealers, Inc.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)      Prompt  Filing under the Exchange  Act.  During the period when a prospectus is required
to be delivered  under the Securities Act,  promptly file all documents  required to be filed with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)      Amendments or Supplements  in Connection  with  Distribution.  Prepare and file with the
SEC promptly any amendments or supplements to such  registration  statement or prospectus  which, in the opinion of
counsel for the Company, is required in connection with the distribution of the Registrable Shares.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)      Underwriting  Agreements.  Enter into such agreements (including underwriting agreements
in the managing underwriter's customary form) as are customary in connection with an underwritten offering.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q)      SEC Enforcement  Actions.  Advise the seller of such Registrable Shares,  promptly after
it shall  receive  notice  or  obtain  knowledge  thereof,  of the  issuance  of any stop  order  issued by the SEC
suspending  the  effectiveness  of such  registration  statement or the initiation or threatening of any proceeding
for such  purpose and  promptly  use its best  efforts to prevent  the  issuance of any stop order or to obtain its
withdrawal at the earliest possible moment if such stop order should be issued.</P>

<BR>
<BR>
<p align=center>8</P>
<BR>
<BR>
<page>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 7.        Furnish Information.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It shall be a condition  precedent to the  obligations of the Company to take any action pursuant
to this Agreement with respect to the Registrable  Shares of the Stockholder  that such  Stockholder  shall furnish
to the Company such  information  regarding  the intended  method of  disposition  of such  securities  as shall be
required to effect the registration of the Stockholder_s Registrable Shares.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 8.        Delay of Registration.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Stockholder  shall  not have any  right  to  obtain  or seek an  injunction  restraining  or
otherwise  delaying  any  registration  as the  result of any  controversy  that might  arise  with  respect to the
interpretation or implementation of this Agreement.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 9.        Indemnification.</B>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event  any  Registrable  Shares  are  included  in a  registration  statement  under  this
Agreement or any other shares of Common Stock held by the Stockholder are included in any registration statement:</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)      Indemnification  by the  Company.  To the fullest  extent  permitted by law, the Company
will indemnify and hold harmless the Stockholder, each of its directors,  officers, partners, employees,  advisors,
agents and  representatives,  and each  person,  if any, who controls  such  Stockholder  within the meaning of the
Securities  Act or the  Exchange  Act and any agent or  investment  advisor  thereof,  against  any and all losses,
claims,  damages,  expenses  (including,  without  limitation,  attorneys' fees and  disbursements) and liabilities
(joint  or  several)  to  which  they may  become  subject,  insofar  as such  losses,  claims,  damages,  expenses
(including,  without  limitation,  attorneys'  fees and  disbursements)  and  liabilities  (or  actions  in respect
thereof) arise out of, relate to, result from or are based upon any of the following (each a "Violation"):</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)      any untrue  statement or alleged untrue  statement of a material fact contained
in such registration  statement,  including any preliminary  prospectus or final prospectus  contained therein,  or
any amendments or supplements thereto;</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)     the omission or alleged  omission to state  therein a material fact required to
be stated therein, or necessary to make the statements therein not misleading; or</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)    any violation or alleged  violation by the Company of the  Securities  Act, the
<p align=justify>Exchange Act, or any state
securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act, or any state securities law, subject to Section 9(c) hereof
and the Company will pay to the Stockholder or other person, as incurred, any
legal or other expenses reasonably incurred by such Stockholder for the services
of one law firm retained by all of the indemnified parties, plus appropriate
local counsel, in connection with investigating or defending any such loss,
claim, damage, expense, liability, or action; </P>
<BR>
<BR>
<p align=center>9</P>
<BR>
<BR>
<page>

<p align=justify><I>provided, however,</I>
that the indemnity agreement contained in this Section 9(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, expense, liability,
or action if such settlement is effected without the consent of the Company
(which shall not be unreasonably withheld), nor shall the Company be liable in
any such case for any such loss, claim, damage, expense, liability, or action to
which the Stockholder or other indemnifiable person may become subject to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by the Stockholder or other
indemnifiable person. This right to indemnification shall remain in full force
and effect notwithstanding any investigation made by or on behalf of such
Stockholder or other indemnifiable person and shall survive the transfer of such
securities by such Stockholder. </P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)      Indemnification   by  Stockholder.   To  the  fullest  extent   permitted  by  law,  the
Stockholder will indemnify and hold harmless the Company,  each of its directors,  each of its officers,  partners,
employees,  advisors,  agents and representatives,  who has signed the registration statement, each person, if any,
who  controls  the  Company  within  the  meaning  of the  Securities  Act or the  Exchange  Act,  and any agent or
investment  advisor thereof,  any other Stockholder  selling securities  registered in such registration  statement
and any  controlling  person of any such  underwriter  or other  Stockholder  against any and all  losses,  claims,
damages,  expenses  (including,  without  limitation,  attorney's fees and disbursements) and liabilities (joint or
several) to which any of the  foregoing  persons  may become  subject,  insofar as such  losses,  claims,  damages,
expenses  (including,  without  limitation,  attorney's  fees and  disbursements)  and  liabilities  (or actions in
respect  thereto) arise out of, relate to, result from or are based upon any Violation,  in each case to the extent
(and only to the extent) that such  Violation  occurs in reliance upon and in conformity  with written  information
furnished by such Stockholder expressly for use in connection with such registration;  provided,  however, that the
indemnity  agreement  contained  in this Section  9(b) shall not apply to amounts  paid in  settlement  of any such
loss,  claim,  damage,  liability or action if such settlement is effected  without the consent of the Stockholder;
provided,  further,  that in no event shall any indemnity  under this Section 9(b) exceed the net proceeds from the
offering received by the Stockholder.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)      Procedures.  Promptly  after  receipt by an  indemnified  party under this  Section 9 of
notice of the commencement of any action  (including any governmental  action),  such indemnified  party will, if a
claim in respect  thereof is to be made  against  any  indemnifying  party  under  this  Section 9,  deliver to the
indemnifying  party a written  notice of the  commencement  thereof in  accordance  with  Section 18 hereof and the
indemnifying  party shall have the right to participate in, and, to the extent the  indemnifying  party so desires,
jointly with any other indemnifying  party similarly  noticed,  to assume the defense thereof with counsel mutually
satisfactory  to the parties;  provided,  however,  that the  indemnified  party shall have the right to retain one
separate  counsel  (plus  appropriate  local  counsel),  with the  reasonable  fees and  expenses to be paid by the
indemnifying  party,  if an  indemnified  party  shall  have  one or more  defenses</P>
<BR>
<BR>
<p align=center>10</P>
<BR>
<page>

<p align=justify>available  to it  which is not
available to the Company or representation  of the indemnified  parties by the counsel retained by the indemnifying
party otherwise would be  inappropriate  due to actual or potential  differing  interests  between such indemnified
party and any other party  represented by such counsel in such  proceeding.  The failure to deliver  written notice
to the indemnifying  party within a reasonable time of the  commencement of any such action,  if prejudicial in any
material respect to its ability to defend such action,  shall to the extent  prejudicial  relieve such indemnifying
party of any  liability  to the  indemnified  party under this  Section 9, but the  omission so to deliver  written
notice to the  indemnifying  party will not relieve it of any liability that it may have to any  indemnified  party
otherwise than under this Section 9.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)      Contribution.   If  the  indemnification  provided  for  in  this  Section  9  from  the
indemnifying  party is unavailable to an indemnified  party  hereunder in respect of any losses,  claims,  damages,
liabilities  or  expenses  referred  to  therein,  then  the  indemnifying  party,  in  lieu of  indemnifying  such
indemnified  party,  shall contribute to the amount paid or payable by such  indemnified  party as a result of such
losses,  claims,  damages,  liabilities  or expenses in such  proportion as is  appropriate to reflect the relative
fault of the  indemnifying  party on the one hand and the  indemnified  parties on the other in connection with the
actions which resulted in such losses,  claims,  damages,  liabilities  or expenses,  as well as any other relevant
equitable  considerations.  The  relative  fault  of such  indemnifying  party  and  indemnified  parties  shall be
determined  by reference to, among other  things,  whether any action in question,  including any untrue or alleged
untrue  statement of a material fact or omission or alleged  omission to state a material  fact,  has been made by,
or related to information  supplied by, such indemnifying party or indemnified  parties,  and the parties_ relative
intent,  knowledge,  access to information  and opportunity to correct or prevent such action;  provided,  however,
that in no event  shall the  liability  of the  Stockholder  hereunder  be  greater in amount  than the  difference
between the dollar  amount of the proceeds  received by the  Stockholder  upon the sale of the  Registrable  Shares
giving rise to such  contribution  obligation  and all amounts  previously  contributed  by such  Stockholder  with
respect to such losses,  claims,  damages,  liabilities  and  expenses.  The amount paid or payable to a party as a
result of the losses,  claims damages,  liabilities  and expenses  referred to above shall be deemed to include any
legal or other  fees or  expenses  reasonably  incurred  by such  party in  connection  with any  investigation  or
proceeding.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties  hereto  agree that it would not be just and  equitable if  contribution  pursuant to
this Section 9(d) were determined by pro rata  allocation or by any other method of allocation  which does not take
into account the equitable  considerations  referred to in the immediately preceding paragraph. 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.

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)      Survival.  The  obligations  of the Company and  Stockholder  under this Section 9 shall
survive the completion of any offering of  Registrable  Shares in a registration  statement  under this  Agreement,
and otherwise.
<BR>
<BR>
<p align=center>11</P>
<BR>
<BR>
<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 10.       Reports Under Exchange Act.</b></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With a view to making  available to the Stockholder  the benefits of Rule 144  promulgated  under
the  Securities  Act and any other rule or  regulation  of the SEC that may at any time permit the  Stockholder  to
sell  securities  of the  Company  to the public  without  registration,  the  Company  agrees to use  commercially
reasonable efforts to:</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)      make and keep public information available, as those terms are defined in Rule 144; and</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)      file with the SEC in a timely  manner all  reports  and other  documents  required to be
filed by the Company under the Securities Act and the Exchange Act;</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 11.       "Market Stand-Off" Agreement.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Stockholders  hereby  agree  that for a period of seven (7) days  prior to and 180 days,  or
such shorter  period  required by the  underwriters,  following the  effective  date of any  registration  effected
pursuant to Sections 2 or 3 hereof the Stockholders if requested by the managing  underwriter,  shall not, directly
or indirectly sell, offer to sell,  contract to sell (including,  without  limitation,  any short sale),  grant any
option to  purchase or  otherwise  transfer or dispose of any  securities  of the Company  held by them at any time
during such period,  except shares of Common Stock included in such registration.  The requirements of this Section
11 shall not apply to a Stockholder that (together with its  Affiliates),  at the time of receipt of the referenced
notice from the Company,  (i)  beneficially  owns less than 5% of the outstanding  shares of common stock;  (ii) is
not an Affiliate or an employee of the Company;  and (iii) waives any further  benefits of this Agreement for it or
any subsequent assignee or transferee of its Registrable Shares.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to enforce the foregoing  covenant,  the Company may impose stop  transfer  instructions
with respect to the  Registrable  Shares of the  Stockholder  (and the shares or  securities  of every other person
subject to the foregoing restriction) until the end of such period.</P>
<BR>
<BR>
<p align=center>12</P>
<BR>
<BR>
<page>
<BR>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 12.       Amendment.</B></p>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This  Agreement  may be amended and the  observance  of any  provision of this  Agreement  may be
waived (either  generally or in a particular  instance and either  retroactively  or  prospectively)  only with the
written consent of the Company and any  Stockholder  adversely  affected by the amendment or waiver.  Any amendment
or waiver  effected in  accordance  with this Section 12 shall be binding  upon the  Stockholder,  each  transferee
thereof and the Company.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 13.       Termination.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The rights  provided  in this  Agreement  shall  terminate  five (5) years after the date of this
Agreement.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 14.       Governing Law.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS  AGREEMENT  SHALL BE  CONSTRUED,  INTERPRETED  AND THE RIGHTS OF THE PARTIES  DETERMINED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF).</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 15.       Counterparts.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This  Agreement  may be  executed in two or more  counterparts,  each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 16.       Titles and Subtitles.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The titles and subtitles used in this Agreement are used for  convenience  only and are not to be
considered in construing or interpreting this Agreement.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 17.       Negotiation of Agreement.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each  of the  parties  acknowledges  that  it has  been  represented  by  counsel  of its  choice
throughout  all  negotiations  that have preceded the execution of this Agreement and that it has executed the same
with  consent  and upon the advice of said  counsel.  Each party and its counsel  cooperated  in the  drafting  and
preparation of this Agreement and the documents  referred to herein,  and any and all drafts relating thereto shall
be  deemed  the  work  product  of the  parties  and may not be  construed  against  any  party  by  reason  of its
preparation.  Accordingly,  any  rule  of law or any  legal  decision  that  would  require  interpretation  of any
ambiguities  in this  Agreement  against the party that  drafted it is of no  application  and is hereby  expressly
waived.  The provisions of this Agreement  shall be interpreted in a reasonable  manner to effect the intentions of
the parties and this Agreement.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 18.       Notices.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any notice or other  communication  provided for in, or given under,  this Agreement  shall be in
writing and shall be deemed to be received  when  delivered  in person or when sent by  facsimile  transmission  or
five (5) days after mailing by registered or certified mail, return receipt requested, addressed as follows:</P>
<BR>
<BR>
<p align=center>13</P>
<BR>
<page>

<PRE>
If to a Stockholder:                                        With copies to:
Joseph P. Schlitzer                                         Richard Thornburg, Esq.
John W. Sink                                                Lipkin, Marshall, Bohorad &amp; Thornburg, PC
James Clark                                                 One Norwegian Plaza, Suite 200
James McCann                                                P.O. Box 1280
21 Cottage Hill West                                        Pottsville, PA 17901
Pottsville, PA 17901

----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
If to the Company:                                          With copies to:
Northeast Pennsylvania Financial Corp.                      Kennedy and Lucadamo, PC
12 East Broad Street                                        200 West Chapel Street
Hazleton, PA 18201                                          Hazleton, PA 18201

----------------------------------------------------------- --------------------------------------------------------
</PRE>
<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 19.       Severability.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If one or more provisions of this Agreement are held to be  unenforceable  under  applicable law,
such provision  shall be excluded from this  Agreement and the balance of the Agreement  shall be interpreted as if
such  provision  were so excluded  and shall be  enforceable  in  accordance  with its terms to the fullest  extent
permitted by law.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 20.       Further Assurances.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties shall, without further  consideration,  execute and deliver such additional documents
and take such other action as the other parties,  or any of them,  may  reasonably  request to carry out the intent
of this Agreement and the transactions contemplated hereby.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 21.       Successors and Assigns.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This  Agreement  shall be binding upon,  and all rights hereto shall inure to the benefit of, the
parties  hereto,  and their  respective  successors  and  permitted  assigns.  The  rights and  obligations  of the
Stockholder under this Agreement may not be assigned to any person without consent of the Company.</P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section 22.       Entire Agreement.</B></P>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement  embodies the entire agreement and  understanding of the parties hereto in respect
of the actions and transactions  contemplated by this Agreement.  There are no restrictions promises,  inducements,
representations,  warranties,  covenants or undertakings  with regard to the registration of the Company's  capital
stock pursuant to the Securities Act, other than those expressly set forth or referred to in this Agreement.</P>

<BR>
<BR>
<p align=center>14</p>
<page>

<p align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the date first above written. </P>

<p align=right>NORTHEAST PENNSYLVANIA FINANCIAL CORP.</P>
<BR>
<BR>
<p align=right>By:  _________________________________
<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<p align=center>SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT</P>

<BR><BR><BR><BR><BR><BR><BR><BR><BR><p align=center>15</P>
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