ARGOSY EDUCATION GROUP INC
REGISTRATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>REGISTRATION AGREEMENT
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.32

                            REGISTRATION AGREEMENT
                            ----------------------

          THIS REGISTRATION AGREEMENT (this "Agreement") is made and entered
                                             ---------
into as of September 1, 2000, by and among Argosy Education Group, Inc. (the

"Company") and Leeds Equity Associates, L.P. ("Leeds").   Certain capitalized
--------                                       -----
terms used herein are used as defined in paragraph 7 hereof.

          The parties to this Agreement are parties to a Consulting Agreement of
even date herewith (the "Consulting Agreement").  In order to induce Leeds to
                         --------------------
enter into the Consulting Agreement, the Company agreed to (i) issue a stock
purchase warrant (the "Warrant") to Leeds or its assigns to purchase 200,000
                       -------
shares of the Company's Class A Common Stock, par value $0.01 per share (the

"Class A Common"), and (ii) provide the registration rights set forth in this
---------------
Agreement.

          The parties hereto agree as follows:

     1.        Required Registration.
               ---------------------

          (a)  Filing of Registration Statement.  Subject to the provisions set
               --------------------------------
     forth in paragraph 3 below, within 45 days of the date on which Leeds or
     its assignees instructs the Company in writing to effect the Required
     Registration (as defined below) (the "Notification Date"), the Company
                                           -----------------
     shall file with the Securities and Exchange Commission a registration
     statement under the Securities Act on Form S-3 pursuant to Rule 415 under
     the Securities Act or a registration statement under the Securities Act on
     Form S-8 (which registration statement on Form S-8 shall include a reoffer
     prospectus prepared in accordance with the requirements of Part I of Form
     S-3 under the Securities Act) (the "Required Registration"). The Company
                                         ---------------------
     shall use its best efforts to cause the Required Registration to be
     declared effective under the Securities Act as soon as practical after
     filing, and once effective, the Company shall cause such Required
     Registration to remain continuously effective for a period ending on the
     earlier of (i) the date on which all Registrable Securities have been sold
     pursuant to the Required Registration, and (ii) the date as of which there
     are no longer any Registrable Securities in existence (the "Effective
                                                                 ---------
     Period").
     ------

          (b)  Limitations on Additional Securities.  In no event shall the
               ------------------------------------
     Company include any securities under the Required Registration which are
     not Registrable Securities without the prior written consent of the holders
     of a majority of Registrable Securities, and any such securities permitted
     to be sold under the Required Registration shall only be sold in connection
     with a Sale.  If in connection with any Sale the Managing Underwriter (as
     defined below) advises the Company that, in its opinion, the number of
     Registrable Securities and other securities (if any) requested to be
     included in such Sale exceeds the number of Registrable Securities and
     other securities which can be sold in such offering without adversely
     affecting the marketability of the offering, the Company shall include in
     such Sale (i) first, the Registrable Securities requested to be included in
     such Sale, pro rata among the
<PAGE>

     holders of such Registrable Securities on the basis of the number of
     Registrable Securities owned by each such holder, and (ii) second, other
     securities requested to be included in such Sale to the extent permitted
     hereunder.

          (c)  Selection of Underwriter.  The holders of a majority of
               ------------------------
     Registrable Securities shall have the right to retain and select an
     investment banker and manager (the "Managing Underwriter") to administer
                                         --------------------
     the Required Registration and Sales thereunder.

          (d)  Required Registration Expenses.  As further provided in paragraph
               ------------------------------
     4 below, all Registration Expenses incurred in connection with the Required
     Registration and any Sales thereunder (whether incurred by the Company or
     the holders of Registrable Securities) shall be borne by the Company.

          (e)  Eligibility.  The Company represents, warrants and covenants that
               -----------
     it currently is, and will be at all times between the date hereof and the
     date the Required Registration is declared effective, eligible to use Form
     S-3 under the Securities Act to the extent required for the sale of the
     Registrable Securities by the holders thereof pursuant to the Required
     Registration.

          (f)  Opinion of Counsel.  Upon the request of the holders of a
               ------------------
     majority of the Registrable Securities, the Company shall furnish such
     holders with an opinion of counsel reasonably satisfactory to such holders
     stating that the registration statement filed in connection with the
     Required Registration is effective.

     2.   Piggyback Registrations.
          -----------------------

          (a)  Right to Piggyback.  Whenever the Company proposes to register
               ------------------
     any of its securities (including any proposed registration of the Company's
     securities by any third party) under the Securities Act (other than (i)
     pursuant to paragraph 1 hereof, or (ii) pursuant to a registration on Form
     S-4 or S-8 or any successor or similar forms) and the registration form to
     be used may be used for the registration of Registrable Securities (a

     "Piggyback Registration"), whether or not for sale for its own account, the
     -----------------------
     Company shall give prompt written notice to all holders of Registrable
     Securities of its intention to effect such a registration and, subject to
     the terms of paragraphs 2(c) and 2(d) hereof, shall include in such
     registration all Registrable Securities with respect to which the Company
     has received written requests for inclusion therein within 10 days after
     the receipt of the Company's notice.

          (b)  Piggyback Expenses.  The Registration Expenses of the holders of
               ------------------
     Registrable Securities shall be paid by the Company in all Piggyback
     Registrations.

          (c)  Priority on Primary Registrations.  If a Piggyback Registration
               ---------------------------------
     is an underwritten primary registration on behalf of the Company, and the
     managing underwriters advise the Company in writing that in their opinion
     the number of securities requested to be included in such registration
     exceeds the number which can be sold in such offering without adversely
     affecting the marketability of the offering, the Company shall include in
     such

                                      -2-
<PAGE>

     registration (i) first, the securities the Company proposes to sell, and
     (ii) second, the Registrable Securities requested to be included in such
     registration and the other securities requested to be included in such
     registration, pro rata among the holders of such Registrable Securities and
     other securities on the basis of the number of shares owned by each such
     holder.

          (d)  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 underwriters advise the Company in
     writing that in their opinion the number of securities requested to be
     included in such registration exceeds the number which can be sold in such
     offering without adversely affecting the marketability of the offering, the
     Company shall include in such registration (i) first, the securities
     requested to be included therein by the holders requesting such
     registration, and (ii) second, the Registrable Securities requested to be
     included in such registration and the other securities requested to be
     included in such registration, pro rata among the holders of such
     Registrable Securities and other securities on the basis of the number of
     shares owned by each such holder.

          (e)  Other Registrations.  If the Company has previously filed a
               -------------------
     registration statement pursuant to paragraph 1 or pursuant to this
     paragraph 2, and if such previous registration has not been withdrawn or
     abandoned, the Company shall not file or cause to be effected any other
     registration of any of its equity securities or securities convertible or
     exchangeable into or exercisable for its equity securities under the
     Securities Act (except on Form S-4 or Form S-8 or any successor forms),
     whether on its own behalf or at the request of any holder or holders of
     such securities, without the prior written consent of the holders of a
     majority of the Registrable Securities, until a period of at least180 days
     has elapsed from the effective date of such previous registration.

     3.   Registration Procedures. In connection with the Required Registration
          -----------------------
and whenever the holders of Registrable Securities have otherwise requested that
any Registrable Securities be registered pursuant to this Agreement, the Company
shall use its best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof as promptly as practicable, and in connection with the Required
Registration and any other such request, the Company will as expeditiously as
possible (provided that nothing contained herein prohibits the Company from
abandoning a registration in which holders of Registrable Securities have
requested to participate pursuant to paragraph 2 hereof):

          (a)  prepare and file with the Securities and Exchange Commission a
     registration statement with respect to such Registrable Securities and use
     its best efforts to cause such registration statement to become effective
     (provided that before filing a registration statement or prospectus or any
     amendments or supplements thereto, the Company shall furnish to the counsel
     selected by the holders of a majority of the Registrable Securities covered
     by such registration statement copies of all such documents proposed to be
     filed, which documents shall be subject to the review and comment of such
     counsel);

          (b)  notify each holder of Registrable Securities of the effectiveness
     of each registration statement filed hereunder and prepare and file with
     the Securities and Exchange

                                      -3-
<PAGE>

     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 continuously effective for the period specified
     herein in the case of the Required Registration, or, in any other case, for
     a period of not less than 180 days and 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 to each seller of Registrable Securities such number of
     copies of such registration statement, each amendment and supplement
     thereto, the prospectus included in such registration statement (including
     each preliminary prospectus) 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 such Registrable
     Securities under such other securities or blue sky laws of such
     jurisdictions as any seller reasonably requests and 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 the
     Registrable Securities owned by such seller (provided that the Company
     shall 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 subparagraph, (ii) subject itself to taxation in any such
     jurisdiction, or (iii) consent to general service of process in any such
     jurisdiction);

          (e)  notify each seller of such Registrable Securities, at any time
     when a prospectus relating thereto is required to be delivered under the
     Securities Act, of the happening of any event as a result of which the
     prospectus included in such registration statement contains an untrue
     statement of a material fact or omits any fact necessary to make the
     statements therein not misleading, and, at the request of any such seller,
     the Company shall prepare a supplement or amendment to such prospectus so
     that, as thereafter delivered to the purchasers of such Registrable
     Securities, such prospectus shall not contain an untrue statement of a
     material fact or omit to state any fact necessary to make the statements
     therein not misleading;

          (f)  cause all such Registrable Securities to be listed on each
     securities exchange on which similar securities issued by the Company are
     then listed and, if not so listed, to be included for quotation on the
     Nasdaq Stock Market;

          (g)  provide a transfer agent and registrar for all such Registrable
     Securities not later than the effective date of such registration
     statement;

          (h)  enter into such customary agreements (including underwriting
     agreements in customary form) and take all such other actions as the
     holders of a majority of the Registrable Securities being sold or the
     underwriters, if any, reasonably request in order to expedite or facilitate
     the disposition of such Registrable Securities (including effecting a stock
     split or a combination of shares);

                                      -4-
<PAGE>

          (i)  make available for inspection by any seller of Registrable
     Securities, any underwriter participating in any disposition 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
     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;

          (j)  otherwise use its best efforts to comply with all applicable
     rules and regulations of the Securities and Exchange Commission, and make
     available to its security holders, as soon as reasonably practicable, an
     earnings statement covering the period of at least twelve months beginning
     with the first day of the Company's first full calendar quarter after the
     effective date of the registration statement, which earnings statement
     shall satisfy the provisions of Section 11(a) of the Securities Act and
     Rule 158 thereunder; and

          (k)  in the event of the issuance of any stop order suspending the
     effectiveness of a registration statement, or of any order suspending or
     preventing the use of any related prospectus or suspending the
     qualification of any Common Stock included in such registration statement
     for sale in any jurisdiction, the Company shall use its best efforts
     promptly to obtain the withdrawal of such order.

     4.   Registration Expenses.
          ---------------------

          (a)  All expenses incident to the Company's performance of or
     compliance with this Agreement, including all registration and filing fees,
     fees and expenses of compliance with securities or blue sky laws, printing
     expenses, messenger and delivery expenses, fees and disbursements of
     custodians, and fees and disbursements of counsel for the Company and all
     independent certified public accountants, underwriters (excluding discounts
     and commissions) and other Persons retained by the Company (all such
     expenses being herein called "Registration Expenses"), shall be borne as
     provided in this Agreement, except that (i) the Company shall, in any
     event, pay its internal expenses (including 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 and the expenses and fees for listing the securities to
     be registered on each securities exchange on which similar securities
     issued by the Company are then listed or on the Nasdaq Stock Market, and
     (ii) the holders of Registrable Securities shall, in any event, pay their
     internal expenses.

          (b)  In connection with the Required Registration and each Sale
     thereunder and each Piggyback Registration, the Company shall reimburse the
     holders of Registrable Securities included in such registration (in an
     amount not to exceed $10,000) for the reasonable fees and expenses of one
     counsel chosen by the holders of a majority of the Registrable Securities
     covered by such registration or transaction.

     5.   Indemnification.
          ---------------

                                      -5-
<PAGE>

          (a)  The Company agrees to indemnify, to the extent permitted by law,
     each holder of Registrable Securities, its officers and directors and each
     Person who controls such holder (within the meaning of the Securities Act)
     against all losses, claims, damages, liabilities and expenses caused by any
     untrue or alleged untrue statement of material fact contained in any
     registration statement, prospectus or preliminary prospectus or any
     amendment thereof or supplement thereto or any omission or alleged omission
     of a material fact required to be stated therein or necessary to make the
     statements therein not misleading, except insofar as the same are caused by
     or contained in any information furnished in writing to the Company by such
     holder expressly for use therein or by such holder's failure to deliver a
     copy of the registration statement or prospectus or any amendments or
     supplements thereto after the Company has furnished such holder with a
     sufficient number of copies of the same. In connection with an underwritten
     offering, the Company shall indemnify such underwriters, their officers and
     directors and each Person who controls such underwriters (within the
     meaning of the Securities Act) to the same extent as provided above with
     respect to the indemnification of the holders of Registrable Securities.

          (b)  In connection with any registration statement in which a holder
     of Registrable Securities is participating, each such holder shall furnish
     to the Company in writing such information and affidavits as the Company
     reasonably requests for use in connection with any such registration
     statement or prospectus and, to the extent permitted by law, shall
     indemnify the Company, its directors and officers and each Person who
     controls the Company (within the meaning of the Securities Act) against any
     losses, claims, damages, liabilities and expenses resulting from any untrue
     or alleged untrue statement of material fact contained in the registration
     statement, prospectus or preliminary prospectus or any amendment thereof or
     supplement thereto or any omission or alleged omission of a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, but only to the extent that such untrue statement or
     omission is contained in any information or affidavit so furnished in
     writing by such holder; provided that the obligation to indemnify shall be
     individual, not joint and several, for each holder and shall be limited to
     the net amount of proceeds received by such holder from the sale of
     Registrable Securities pursuant to such registration statement.

          (c)  Any Person entitled to indemnification hereunder shall (i) give
     prompt written notice to the indemnifying party of any claim with respect
     to which it seeks indemnification (provided that the failure to give prompt
     notice shall not impair any Person's right to indemnification hereunder to
     the extent such failure has not prejudiced the indemnifying party), and
     (ii) unless in such indemnified party's reasonable judgment a conflict of
     interest between such indemnified and indemnifying parties may exist with
     respect to such claim, permit such indemnifying party to assume the defense
     of such claim with counsel reasonably satisfactory to the indemnified
     party.  If such defense is assumed, the indemnifying party shall not be
     subject to any liability for any settlement made by the indemnified party
     without its consent (but such consent shall not be unreasonably withheld).
     An indemnifying party who is not entitled to, or elects not to, assume the
     defense of a claim shall not be obligated to pay the fees and expenses of
     more than one counsel for all parties indemnified by such indemnifying
     party with respect to such claim, unless in the reasonable judgment of any

                                      -6-
<PAGE>

     indemnified party a conflict of interest may exist between such indemnified
     party and any other of such indemnified parties with respect to such claim.

          (d)  The indemnification provided for under this Agreement shall
     remain in full force and effect regardless of any investigation made by or
     on behalf of the indemnified party or any officer, director or controlling
     Person of such indemnified party and shall survive the transfer of
     securities. The Company also agrees to make such provisions, as are
     reasonably requested by any indemnified party, for contribution to such
     party in the event the Company's indemnification is unavailable for any
     reason.

     6.   Participation in Underwritten Registrations.  No Person may
          -------------------------------------------
participate in any registration hereunder which is underwritten unless such
Person (i) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements, and (ii) completes and executes all
questionnaires, powers of attorney, underwriting agreements and other documents
required under the terms of such underwriting arrangements; provided that no
holder of Registrable Securities included in any underwritten registration shall
be required to make any representations or warranties to the Company or the
underwriters (other than representations and warranties regarding such holder
and such holder's intended method of distribution) or to undertake any
indemnification obligations to the Company or the underwriters with respect
thereto, except as otherwise provided in paragraph 5 hereof.

     7.   Definitions.
          -----------

          "Person" means an individual, a partnership, a joint venture, a
           ------
corporation, a limited liability company, a trust, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.

          "Registrable Securities" means (i) any Class A Common issued or
           ----------------------
issuable upon exercise of the Warrant, and (ii) any Class A Common issued or
issuable with respect to the securities referred to in clause (i) above by way
of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization.  As to
any particular Registrable Securities, such securities shall cease to be
Registrable Securities when they have been distributed to the public pursuant to
a offering registered under the Securities Act or sold to the public through a
broker, dealer or market maker in compliance with Rule 144 under the Securities
Act (or any similar rule then in force) or repurchased by the Company or any
subsidiary thereof. For purposes of this Agreement, a Person shall be deemed to
be a holder of Registrable Securities, and the Registrable Securities shall be
deemed to be in existence, whenever such Person has the right to acquire
directly or indirectly such Registrable Securities (upon conversion or exercise
in connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected, and such Person shall be entitled
to exercise the rights of a holder of Registrable Securities hereunder.

          "Securities Act" means the Securities Act of 1933, as amended, or any
           --------------
similar federal law then in force.

                                      -7-
<PAGE>

          "Securities and Exchange Commission" includes any governmental body or
           ----------------------------------
agency succeeding to the functions thereof.

          "Securities Exchange Act" means the Securities Exchange Act of 1934,
           -----------------------
as amended, or any similar federal law then in force.

     8.   Miscellaneous.
          -------------

          (a)  No Inconsistent Agreements. The Company shall not hereafter enter
               --------------------------
     into any agreement with respect to its securities which is inconsistent
     with or violates the rights granted to the holders of Registrable
     Securities in this Agreement.

          (b)  Adjustments Affecting Registrable Securities.  The Company shall
               --------------------------------------------
     not take any action, or permit any change to occur, with respect to its
     securities which would materially and adversely affect the ability of the
     holders of Registrable Securities to include such Registrable Securities in
     a registration undertaken pursuant to this Agreement or which would
     materially and adversely affect the marketability of such Registrable
     Securities in any such registration (including, without limitation,
     effecting a stock split or a combination of shares).

          (c)  Remedies.  Any Person having rights under any provision of this
               --------
     Agreement shall be entitled to enforce such rights specifically to recover
     damages caused by reason of any breach of any provision of this Agreement
     and to exercise all other rights granted by law. The parties hereto agree
     and acknowledge that money damages may not be an adequate remedy for any
     breach of the provisions of this Agreement and that, in addition to any
     other rights and remedies existing in its favor, any party shall be
     entitled to specific performance and/or other injunctive relief from any
     court of law or equity of competent jurisdiction (without posting any bond
     or other security) in order to enforce or prevent violation of the
     provisions of this Agreement.

          (d)  Amendments and Waivers. Except as otherwise provided herein, the
               ----------------------
     provisions of this Agreement may be amended or waived only upon the prior
     written consent of the Company and the holders of at least a majority of
     the Registrable Securities.

          (e)  Successors and Assigns.  All covenants and agreements in this
               ----------------------
     Agreement by or on behalf of any of the parties hereto shall bind and inure
     to the benefit of the respective successors and assigns of the parties
     hereto whether so expressed or not.  In addition, 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.

          (f)  Severability.  Whenever possible, each provision of this
               ------------
     Agreement shall be interpreted in such manner as to be effective and valid
     under applicable law, but if any provision of this Agreement is held to be
     prohibited by or invalid under applicable law, such provision shall be
     ineffective only to the extent of such prohibition or invalidity, without
     invalidating the remainder of this Agreement.

                                      -8-
<PAGE>

          (g)  Counterparts.  This Agreement may be executed simultaneously in
               ------------
     two or more counterparts, any one of which need not contain the signatures
     of more than one party, but all such counterparts taken together shall
     constitute one and the same Agreement.

          (h)  Descriptive Headings.  The descriptive headings of this Agreement
               --------------------
     are inserted for convenience only and do not constitute a part of this
     Agreement.

          (i)  Governing Law.  All issues and questions concerning the
               -------------
     construction, validity, interpretation and enforcement of this Agreement
     and the exhibits and schedules hereto shall be governed by, and construed
     in accordance with, the laws of the State of New York, without giving
     effect to any choice of law or conflict of law rules or provisions (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.

          (j)  Notices.  All notices, demands or other communications to be
               -------
     given or delivered under or by reason of the provisions of this Agreement
     shall be in writing and shall be deemed to have been given when delivered
     personally to the recipient, sent to the recipient by reputable overnight
     courier service (charges prepaid) or mailed to the recipient by certified
     or registered mail, return receipt requested and postage prepaid. Such
     notices, demands and other communications shall be sent to the addresses
     indicated below:

               If to the Company:
               -----------------

               Argosy Education Group, Inc.
               Two First National Plaza
               20 South Clark Street, 3/rd/ Floor

               Chicago, IL 60603
               Attention:  Chief Executive Officer

          with a copy to (which shall not constitute notice hereunder):

               Kirkland & Ellis
               200 East Randolph Drive
               Chicago, IL  60601
               Attention: Keith S. Crow

          If to Leeds:
          -----------

          Leeds Equity Associates, L.P.
          660 Madison Avenue, 15th Floor
          New York, New York 10021
          Attention:  Jeffrey T. Leeds
                      Joshua A. Sorensen

                                      -9-
<PAGE>

          with a copy to (which shall not constitute notice hereunder):

               Kirkland & Ellis
               200 East Randolph Drive
               Chicago, IL  60601
               Attention:   Stephen L. Ritchie

     or to such other address or to the attention of such other person as the
     recipient party has specified by prior written notice to the sending party.

          (k)  No Strict Construction.  Notwithstanding that this Agreement has
               ----------------------
     been drafted or prepared by one of the parties hereto, each of the parties
     hereto confirm that each party and their respective counsel have reviewed,
     negotiated and adopted this Agreement as the joint agreement of the
     parties.  The language used in this Agreement shall be deemed to be the
     language chosen by the parties, and no rule of strict construction shall be
     applied against any party.   The use of the word "including" in this
     Agreement shall be by way of example rather than limitation.

                        *     *     *     *     *     *

                                     -10-
<PAGE>

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


                                    ARGOSY EDUCATION GROUP, INC.


                                    By:  /s/ Michael C. Marrkovitz
                                         -------------------------
                                         Michael C. Marrkovitz
                                    Its: Chairman Of The Board
                                         -------------------------


                                    LEEDS EQUITY ASSOCIATES, L.P.

                                    By:   Leeds Equity Management, L.L.C.
                                    Its:  General Partner


                                    By:  /s/ Jeffrey T. Leeds
                                         -------------------------
                                         Name: Jeffrey T. Leeds
                                         Title: Member

                   SIGNATURE PAGE OF REGISTRATION AGREEMENT
</TEXT>
</DOCUMENT>
