ARCH WIRELESS INC
EX 10.28 REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EX 10.28 REGISTRATION RIGHTS AGREEMENT
<TEXT>

                                                                  Exhibit 10.28
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                          REGISTRATION RIGHTS AGREEMENT



                                      among



                         ARCH COMMUNICATIONS GROUP, INC.



                                       and



                                THE OTHER PERSONS
                                SIGNATORY HERETO







                                  June 3, 1999








===============================================================================





<PAGE>


                          REGISTRATION RIGHTS AGREEMENT


     This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of June 3, 1999 (the "Effective Date"), by and among (i) Arch
Communications Group, Inc. (the "Company"), (ii) W.R. Huff Asset Management Co.,
L.L.C. ("Huff"), (iii) Whippoorwill Associates, Inc., as general partner of
and/or agent for each Whippoorwill Stockholder ("Whippoorwill"), (iv) Credit
Suisse First Boston Corporation ("CSFB"), and (v) The Northwestern Mutual Life
Insurance Company, The Northwestern Mutual Life Insurance Company for its
General Annuity Separate Account and Northwestern Mutual Series Fund, Inc. -
High Yield Bond Portfolio (collectively, "Northwestern"). (Huff, Whippoorwill,
CSFB and Northwestern are referred to herein collectively as the
"Stockholders.").

                                    RECITALS

     A. A plan of reorganization under Chapter 11 of the United States
Bankruptcy Code for MobileMedia Communications, Inc. ("MobileMedia"),
MobileMedia Corporation, the sole stockholder of MobileMedia ("Parent"), and all
of MobileMedia's subsidiaries (as amended, the "Plan") was confirmed on April
12,1999 by order of the United States Bankruptcy Court for the District of
Delaware in Case Nos. 97-174 (PJW) through and including 97-192 (PJW), and has
become effective.

     B. In connection with the Plan, the Company, a wholly owned subsidiary of
the Company ("Merger Sub"), Parent and MobileMedia entered into an Agreement and
Plan of Merger, dated as of August 18, 1998 (as amended, the "Merger
Agreement"), pursuant to which MobileMedia has been merged with and into Merger
Sub, with Merger Sub continuing as the surviving corporation and a wholly owned
subsidiary of the Company.

     C. As a result of the Plan and the Merger Agreement and the transactions
contemplated thereby, each of the Stockholders has become the Beneficial Owner
(as defined below) of (i) shares of Common Stock, par value $.01 per share, of
the Company (the "Common Shares"), (ii) shares of Class B Common Stock, par
value $.01 per share, of the Company, which shares are convertible into Common
Shares in accordance with their terms (the "Class B Common Shares"), and (iii)
warrants to purchase Common Shares (the "Warrants"), in each case as indicated
on Schedule I hereto.

     D. In accordance with the Plan and the Merger Agreement, the Company
desires to provide for the registration of the sale by the Stockholders of the
Registrable Securities (as defined below) from time to time, on the terms and
subject to conditions set forth below.

     NOW, THEREFORE, the parties hereto hereby agree as follows:




<PAGE>

                                 I. DEFINITIONS
                                    -----------

     1.1. DEFINITIONS. For purposes of this Agreement, the following terms have
the following meanings:

          (a) ADELPHIA AGREEMENT: Registration Rights Agreement, dated as of
June 29, 1998, by and among the Company, Adelphia Communications Corporation and
Lisa-Gaye Shearing, as in effect on the date hereof.

          (b) ADVICE: As defined in Section 6.3.

          (c) AFFILIATE: As defined in Rule 12b-2 under the Exchange Act, but
shall in any event include, as to Whippoorwill, each Whippoorwill Stockholder.

          (d) AGREEMENT: As defined in the introductory paragraph hereof.

          (e) BENEFICIAL OWNER OR BENEFICIAL OWNERSHIP: As defined in Rule 13d-3
under the Exchange Act.

          (f) CLASS B COMMON SHARES: As defined in Recital C.

          (g) COMMON SHARES: As defined in Recital C.

          (h) COMPANY: As defined in the introductory paragraph hereof.

          (i) CSFB: As defined in the introductory paragraph hereof.

          (j) DEMAND NOTICE: As defined in Section 3.1.

          (k) DEMAND REGISTRATION: As defined in Section 3.1.

          (l) EFFECTIVE DATE: As defined in the introductory paragraph.

          (m) EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

          (n) HUFF: As defined in the introductory paragraph hereof.

          (o) INDEMNIFIED PARTY: As defined in Section 7.3.

          (p) INDEMNIFYING PARTY: As defined in Section 7.3.

          (q) LOSSES: As defined in Section 7.1.

          (r) MERGER AGREEMENT: As defined in Recital B.

          (s) MERGER SUB: As defined in Recital B.

          (t) MOBILEMEDIA: As defined in Recital A.



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          (u) NASDAQ: As defined in Section 6.1(l).

          (v) NORTHWESTERN: As defined in the introductory paragraph hereof.

          (w) NOTICE: As defined in Section 3.2(d).

          (x) OTHER EQUITY SECURITIES: Any shares of capital stock of the
Company and any other securities issued by the Company in respect of any Owned
Common Shares or Owned Class B Common Shares.

          (y) OTHER STOCKHOLDERS: As defined in Section 3.2(e).

          (z) OWNED CLASS B COMMON SHARES: Class B Common Shares owned by a
Stockholder, whether acquired on or after the Effective Date, including without
limitation those that are acquired by a Stockholder on the Effective Date as
contemplated by the Plan and the Merger Agreement (including without limitation
pursuant to the Standby Purchase Commitment).

          (aa) OWNED COMMON SHARES: Common Shares owned by a Stockholder,
whether acquired before, on or after the Effective Date, including without
limitation those that are acquired by a Stockholder on the Effective Date as
contemplated by the Plan and the Merger Agreement (including without limitation
pursuant to the Standby Purchase Commitment).

          (bb) OWNED WARRANTS: Warrants owned by a Stockholder, whether acquired
on or after the Effective Date, including without limitation those that are
acquired by a Stockholder on the Effective Date as contemplated by the Plan and
the Merger Agreement (including without limitation pursuant to the Standby
Purchase Commitment).

          (cc) PERMITTED ASSIGNEE: With respect to any Stockholder, means (i) an
Affiliate of such Stockholder and (ii) any Person who acquires, in a single
transaction, from such Stockholder either (A) Beneficial Ownership of at least
5.0% of the voting power of the Company's outstanding capital stock, calculated
as of immediately after such acquisition, or (B) all of the Common Shares with
respect to which such Stockholder has Beneficial Ownership, even if such Common
Shares constitute less than 5.0% of the voting power of the Company's
outstanding capital stock.

          (dd) PERSON (OR PERSON): Any individual, corporation, general or
limited partnership, joint venture, trust or other entity or association,
including without limitation any governmental authority.

          (ee) PIGGYBACK NOTICE: As defined in Section 4.1.

          (ff) PIGGYBACK REGISTRATION: As defined in Section 4.1.

          (gg) PLAN: As defined in Recital A.



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<PAGE>

          (hh) PROSPECTUS: The prospectus included in any Registration Statement
(including without limitation a prospectus that discloses information previously
omitted from a prospectus filed as part of an effective registration statement
in reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, all other amendments and supplements
to such prospectus (including post-effective amendments), and all exhibits and
all material incorporated by reference or deemed to be incorporated by reference
in such prospectus.

          (ii) REGISTRABLE SECURITIES: The Owned Common Shares, the Owned Class
B Common Shares, the Common Shares issuable upon conversion of the Owned Class B
Common Shares, the Owned Warrants, the Common Shares issuable upon exercise of
the Owned Warrants and the Other Equity Securities; provided, however, that as
to any Registrable Securities, such securities will cease to constitute
"Registrable Securities" for purposes of this Agreement if and when (i) a
Registration Statement with respect to the sale of such securities has been
declared effective by the Commission and such securities have been sold pursuant
thereto in accordance with the intended plan and method of distribution therefor
set forth in the final Prospectus forming part of such Registration Statement,
(ii) such securities have been sold in satisfaction of all applicable resale
provisions of Rule 144 under the Securities Act, (iii) such securities have been
transferred to any person or entity other than a Permitted Assignee, or (iv)
such securities may be freely sold publicly without either (A) registration
under the Securities Act or (B) compliance with any restrictions (including
without limitation restrictions as to volume or manner of sale) under Rule 144
of the Securities Act.

          (jj) REGISTRATION EXPENSES: As defined in Section 6.4.

          (kk) REGISTRATION STATEMENT: Any registration statement of the Company
under the Securities Act (including the Shelf Registration Statements) that
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the related Prospectus, all amendments and supplements to
such registration statement (including post-effective amendments), and all
exhibits and all material incorporated by reference or deemed to be incorporated
by reference in such registration statement.

          (ll) RULE 144: Rule 144 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

          (mm) SEC: The Securities and Exchange Commission.

          (nn) SECURITIES ACT: The Securities Act of 1933, as amended.

          (oo) SHELF REGISTRATION STATEMENTS: As defined in Section 2.1.

          (pp) STOCKHOLDER: As defined in the introductory paragraph hereof. For
all purposes hereof, (i) the persons comprising Northwestern will be treated as
a single Stockholder and will be required to act jointly to exercise their
rights hereunder (with persons holding at least 85% of the aggregate number of


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<PAGE>

Registrable Securities then held by all such persons to control with respect to
any such exercise) and (ii) if Whippoorwill assigns its rights and obligations
hereunder to any Permitted Assignees, Whippoorwill and such Permitted Assignees
will be treated as a single stockholder and will be required to act jointly to
exercise their rights hereunder (with persons holding at least 50% of the
aggregate number of Registrable Securities then held by all such persons to
control with respect to such exercise).

          (qq) UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

          (rr) WARRANTS: As defined in Recital C.

          (ss) WHIPPOORWILL: As defined in the introductory paragraph hereof.

          (tt) WHIPPOORWILL STOCKHOLDERS: The President and Fellows of Harvard
College, The Rockefeller Foundation, Vega Partners, L.P., Vega Partners II,
L.P., Vega Partners III, L.P., Vega Partners IV, L.P., Vega Offshore Fund Ltd.,
Saranac Investors, L.P. and Whippoorwill Profit Sharing Plan.

                             II. SHELF REGISTRATION
                                 ------------------

     2.1. GENERAL. On or before the date of this Agreement, there has become
effective under the Securities Act Registration Statements (No. 333-62211, No.
333-63519, and No. 333-_____ ) relating to the resale, from time to time, of the
Registrable Securities owned by the Stockholders as of the Effective Date in
accordance with the plan and method of distribution set forth in the Prospectus
included in such Registration Statements (the "Shelf Registration Statements").

     2.2. EFFECTIVE PERIOD. Subject to Section 5.1, the Company will use its
reasonable best efforts to keep the Shelf Registration Statements continuously
effective until the earliest of (a) March 1, 2003 (subject to extension as
provided in Section 5.1 and Section 6.3), (b) the date on which all Registrable
Securities covered by the Shelf Registration Statements have been sold
thereunder in accordance with the plan and method of distribution intended by
the Stockholders and disclosed in the Prospectus included in the Shelf
Registration Statements, and (c) the date on which all Registrable Securities
covered by the Shelf Registration Statements have otherwise ceased to be
Registrable Securities.

                            III. DEMAND REGISTRATION
                                 -------------------

     3.1. DEMAND REGISTRATION. (a) At any time and from time to time, each
Stockholder will have the right by written notice delivered to the Company (a
"Demand Notice") to require the Company to register (a "Demand Registration"),
in accordance with the provisions of the Securities Act, all or any portion of
such Stockholder's Registrable Securities; provided, however, that (i) no Demand
Notice may be given prior to 90 days after the effective date of the immediately
preceding Demand Registration and (ii) no Demand Notice may be given unless


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Registrable Securities having an aggregate offering price of at least $1.0
million are to be offered pursuant to such Demand Registration.

          (b) The number of Demand Registrations pursuant to this Section 3.1
will not exceed two for Huff (including its Permitted Assignees), two for
Whippoorwill (including its Permitted Assignees), two for CSFB (including its
Permitted Assignees), and two for Northwestern (including its Permitted
Assignees); provided, however that in determining the number of Demand
Registrations to which a Stockholder is entitled, there will be excluded any
Demand Registration in which any Registrable Securities requested by a
Stockholder to be registered under this Article III are excluded from such
Demand Registration pursuant to Section 3.3 hereof.

          (c) Notwithstanding anything to the contrary herein contained, (i) the
Company will not be required to effect any Demand Registration pursuant to any
Registration Statement other than the Shelf Registration Statements at any time
when the Shelf Registration Statements are effective and may be used for the
offering or sale proposed to be effected pursuant to such Demand Registration
and (ii) the Company will not be required to effect any Demand Registration of
an offering or sale that can otherwise be effected in compliance with Rule 144.

          (d) Notwithstanding anything to the contrary herein contained, a
registration will not count as a Demand Registration until it has become
effective (unless the requesting Stockholder withdraws from such registration
all its Registrable Securities and the Company has performed its obligations
hereunder (including without limitation under Section 3.2(c)) in all material
respects, in which case such registration will count as a Demand Registration
unless the requesting Stockholder pays all of the Registration Expenses in
connection with such withdrawn registration); provided that, if, after it has
become effective but prior to the distribution of all of the Registrable
Securities covered thereby, (i) the offering of Registrable Securities pursuant
to such registration is terminated by any stop order, injunction or other order
of the SEC or other governmental agency or court or (ii) such registration
otherwise is not maintained effective for the period required pursuant to
Section 3.2 hereof, such registration will be deemed not to have been effected
and will not count as a Demand Registration.

     3.2. FILING AND EFFECTIVENESS. (a) The Company will file a Registration
Statement relating to any Demand Registration as soon as practicable (but no
later than 60 calendar days after the date on which the Company receives from
the Stockholder the Demand Notice relating to such Demand Registration) and will
use its best efforts to cause the same to be declared effective by the SEC as
soon as practicable (but no later than 120 calendar days after such date).

          (b) All requests made pursuant to Section 3.1(a) will specify (i) the
number of Registrable Securities to be registered and (ii) the intended method
or methods of disposition thereof. Any offering of Registrable Securities
pursuant to a Demand Registration will be in the form of an Underwritten
Offering or such other lawful form as the Stockholder delivering the Demand
Notice may reasonably specify.



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<PAGE>

          (c) The Company will use its reasonable best efforts to keep the
Registration Statement relating to any Demand Registration continuously
effective until the earliest of (i) the date on which all Registrable Securities
covered by such Registration Statement have been sold thereunder in accordance
with the plan and method of distribution disclosed in the Prospectus included on
such Registration Statement, (ii) the date on which all Registrable Securities
covered by such Registration Statement have otherwise ceased to be Registrable
Securities, and (iii) (x) in the case of an Underwritten Offering, 90 days from
the effective date of such Registration Statement or (y) in the case of an
offering that is not an Underwritten Offering, 180 days from the date of such
Registration Statement.

          (d) Within 10 business days after receipt of a Demand Notice, the
Company will send written notice thereof (the "Notice") to each Stockholder
(other than the Stockholder that delivered the Demand Notice). Subject to
Section 3.3 hereof, the Company will include in such registration all
Registrable Securities with respect to which the Company has received a written
request for inclusion therein within 10 business days after the receipt of the
Notice by any such other Stockholder.

          (e) With respect to any Demand Registration, the Company may also
provide written notice to holders of its equity securities other than the
Stockholders who at the time have piggyback registration rights with respect
thereto ("Other Stockholders"), and will, subject to Section 3.3 hereof, permit
all such Other Stockholders who request to be included in the Demand
Registration to include any or all of their equity securities in such Demand
Registration on the same terms and conditions as the Registrable Securities.

     3.3. PRIORITY ON DEMAND REGISTRATION. With respect to any Demand
Registration, if the managing underwriter or underwriters of such Underwritten
Offering advise the Company and the selling Stockholder or Stockholders that the
total amount of Registrable Securities and equity securities of Other
Stockholders who have piggyback registration rights and who request to be
included in such Demand Registration as contemplated by Section 3.2(e) hereof
will in the aggregate materially and adversely affect the success of such
Underwritten Offering, then (subject to the rights of Other Stockholders having
rights under the Adelphia Agreement): (i) first, the amount of equity securities
of such Other Stockholders will be reduced to zero if necessary (pro rata among
such Other Stockholders on the basis of the amount of such equity securities
requested to be included therein by each such holder) and (ii) second, the
amount of Registrable Securities of all Stockholders who have requested to have
Registrable Securities included in the Demand Registration will be reduced (pro
rata among such Stockholders on the basis of the amount of such Registrable
Securities requested to be included therein by each such Stockholder) so that,
after such reduction, there will be included in such Underwritten Offering the
amount of securities that, in the opinion of such managing underwriter or
underwriters, can be sold without materially and adversely affecting the success
of such Underwritten Offering.

     3.4. POSTPONEMENT OF DEMAND REGISTRATION. The Company will be entitled to
postpone by written notice to the Stockholders the filing period (or suspend the


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<PAGE>

effectiveness) of any Demand Registration for a reasonable period of time not in
excess of 90 calendar days, if the Board of Directors of the Company determines,
in the good faith exercise of its reasonable business judgment, that such
registration would (i) materially interfere with bona fide financing plans of
the Company or (ii) require disclosure of information not otherwise required to
be disclosed, the disclosure of which could materially and adversely affect the
Company; provided, however, that the Company will not be entitled to exercise
its rights under this Section 3.4 more than twice in any 360-day period. If the
Company postpones the filing of a Registration Statement, it will promptly
notify the selling Stockholder or Stockholders in writing when the events or
circumstances permitting such postponement have ended.

     3.5. REGISTRATION OF SECURITIES OTHER THAN REGISTRABLE SECURITIES. Without
the written consent of each Stockholder that then holds Registrable Securities,
the Company will not after the date hereof grant to any person the right to
require the Company to register, in accordance with the provisions of the
Securities Act, any securities of the Company, unless the rights so granted, if
exercised, would not violate the provisions of this Agreement.

                           IV. PIGGYBACK REGISTRATION
                               ----------------------

     4.1. RIGHT TO PIGGYBACK. If at any time the Company proposes to file a
registration statement under the Securities Act with respect to an offering of
any class of equity securities (other than a registration statement (i) on Form
S-4, S-8 or any successor form thereto or (ii) filed solely in connection with
an offering made solely to employees of the Company), whether or not for its own
account, then the Company will give written notice (the "Piggyback Notice") of
such proposed filing to the Stockholders at least 30 calendar days before the
anticipated filing date. Such notice will offer the Stockholders the opportunity
to register such amount of Registrable Securities as each Stockholder may
request (a "Piggyback Registration"). Subject to Section 4.2 hereof, the Company
will include in each such Piggyback Registration all Registrable Securities with
respect to which the Company has received written requests for inclusion therein
within 15 calendar days after the receipt of the Piggyback Notice. The
Stockholders will be permitted to withdraw all or part of the Registrable
Securities from a Piggyback Registration at any time prior to the third calendar
day immediately preceding the effective date of such Piggyback Registration.

     4.2. PRIORITY ON PIGGYBACK REGISTRATIONS. The Company will cause the
managing underwriter or underwriters of a proposed Underwritten Offering to
permit the Stockholders that have requested Registrable Securities to be
included in the Piggyback Registration for such offering to include all such
Registrable Securities on the same terms and conditions as any similar
securities, if any, of the Company included therein. Notwithstanding the
foregoing, if the managing underwriter or underwriters of such Underwritten
Offering advises the Company and the selling Stockholder or Stockholders that
the total amount of securities that the Company, such Stockholders and any other
persons having rights to participate in such Piggyback Registration propose to
include in such offering is such as to materially and adversely affect the


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success of such Underwritten Offering, then (subject to the rights of Other
Stockholders having rights under the Adelphia Agreement):

          (a) if such Piggyback Registration is a primary registration by the
Company for its own account, the Company will include in such Piggyback
Registration: (i) first, all securities to be offered by the Company and (ii)
second, up to the full amount of securities requested to be included in such
Piggyback Registration by the Stockholders and Other Stockholders having rights
to participate in such Piggyback Registration (allocated pro rata among such
Stockholders and Other Stockholders on the basis of the amount of securities
requested to be included therein by each such Stockholder or Other Stockholder)
so that the total amount of securities to be included in such Underwritten
Offering is the full amount that, in the opinion of such managing underwriter or
underwriters, can be sold without materially and adversely affecting the success
of such Underwritten Offering; and

          (b) if such Piggyback Registration is an underwritten secondary
registration for the account of holders of securities of the Company other than
the Stockholders, the Company will include in such registration: (i) first, all
securities of the persons exercising "demand" registration rights requested to
be included therein (including without limitation the person who demands
registration and any persons who are entitled to participate in such Piggyback
Registration pursuant to the same agreement as the person demanding such
Piggyback Registration) and (ii) second, up to the full amount of securities
requested to be included in such Piggyback Registration by the Stockholders and
Other Stockholders having rights to participate in such Piggyback Registration
(allocated pro rata among such Stockholders and Other Stockholders on the basis
of the amount of securities requested to be included therein by each such
Stockholder or Other Stockholder) so that the total amount of securities to be
included in such Underwritten Offering is the full amount that, in the written
opinion of such managing underwriter or underwriters, can be sold without
materially and adversely affecting the success of such Underwritten Offering.

                            V. RESTRICTIONS ON SALE
                               --------------------

     5.1. RESTRICTIONS ON SALE BY STOCKHOLDERS. Each Stockholder whose
Registrable Securities are covered by a Registration Statement filed pursuant to
Article H, Article III or Article IV hereof agrees that, if such Stockholder is
so requested (pursuant to a timely written notice) by the managing underwriter
or underwriters in any Underwritten Offering by the Company for its own account,
not to effect any public or private sale or distribution of any Registrable
Securities (except as part of such Underwritten Offering), including a sale
pursuant to Rule 144, during the 10 calendar day period prior to, and during the
90 calendar day period beginning on, the closing date of such Underwritten
Offering; provided, however, that the foregoing shall not apply to any
Stockholder that is the Beneficial Owner of less than 4.0% of the outstanding
Common Shares. If a request is made pursuant to this Article V, the time period
during which the Shelf Registration Statement is required to remain continuously
effective pursuant to Section 2.2 will be extended by 100 calendar days or such
shorter period that will terminate when all Registrable Securities included


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therein have been sold thereunder in accordance with the plan and method of
distribution intended by the Stockholders and disclosed in the Prospectus
included therein or all Registrable Securities covered by the Shelf Registration
Statements have otherwise ceased to be Registrable Securities. In the event of
such a request, the Company may impose, during such period, appropriate
stop-transfer instructions with respect to the Registrable Securities subject to
such restrictions.

     5.2. RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS. The Company, if so
requested (pursuant to a timely written notice) by the managing underwriter or
underwriters in any Underwritten Offering pursuant to a Demand Registration,
will not effect any registration of its equity securities (other than a
registration statement on Form S-4, S-8 or any successor forms thereto), or
effect any public or private sale or distribution of any of its securities
(other than in connection with a business combination or acquisition transaction
in which the recipients of its equity securities agree to a restriction no less
restrictive than those contained in this Section 5.2), including a sale pursuant
to Regulation D under the Securities Act, whether on its own behalf or at the
request of any holder or holders of its equity securities (other than pursuant
to and in accordance with this Agreement), from the date of a request to
register Registrable Securities pursuant to and in accordance with Article III
hereof in connection with such Underwritten Offering until 90 days after the
effective date of such Demand Registration. The Company will cause each holder
of its equity securities acquired from the Company at any time on or after the
date of this Agreement other than in a registered public offering or pursuant to
the Plan or the Merger Agreement (provided such acquisition involves an amount
of securities equal to at least 1% of such class of securities) to agree not to
effect any public or private sale or distribution of any such securities during
such period, including a sale pursuant to Rule 144.

                          VI. PROCEDURES AND EXPENSES
                              -----------------------

     6.1. REGISTRATION PROCEDURES. In connection with the Company's registration
obligations pursuant to Article 11, Article III and Article IV hereof, the
Company will effect such registrations to permit the sale of Registrable
Securities by a Stockholder in accordance with the intended method or methods of
disposition thereof, and pursuant thereto the Company will as promptly as
reasonably practicable:

          (a) Prepare and file with the SEC a Registration Statement or
Registration Statements on an appropriate form under the Securities Act
available for the sale of the Registrable Securities by the selling Stockholder
in accordance with the intended method or methods of distribution thereof;
provided, however, that the Company (i) will, before filing, furnish to the
selling Stockholder, its counsel and the managing underwriter or underwriters,
if any, copies of the Registration Statement or Prospectus proposed to be filed,
which documents will be subject to the review of such Stockholder, its counsel
and such underwriters, (ii) will provide such Persons with a reasonable
opportunity to review and comment on such Registration Statement or Prospectus,
and (iii) will not file any such Registration Statement or Prospectus to which
the selling Stockholder, its counsel or such underwriter, if any, shall
reasonably object within three business days after the receipt thereof.



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<PAGE>

          (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement continuously effective for the applicable period
specified in Section 2.2 or Section 3.2; cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provision then in force) under the
Securities Act; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended methods
of disposition by the selling Stockholder set forth in such Registration
Statement as so amended, or in such Prospectus as so supplemented.

          (c) Promptly notify the selling Stockholder, its counsel and the
managing underwriter or underwriters, if any, orally (with subsequent written
confirmation) (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the SEC or any other federal or state governmental
authority for amendments or supplements to a Registration Statement or related
Prospectus or for additional information, (iii) of the issuance by the SEC or
any other federal or state governmental authority of any stop order suspending
the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of any event which makes any statement made in
such Registration Statement or Prospectus untrue in any material respect or
which requires the making of any changes in a Registration Statement or
Prospectus or other documents so that, (A) in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading and (B) in the case of the Prospectus, it
will not contain any untrue statement of a material fact or omit to state any
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, and (vi) of the Company's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.

          (d) Use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement, or the lifting of any
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, at the earliest practicable
date.

          (e) If requested by the managing underwriter or underwriters, if any,
or the selling Stockholder, (i) promptly incorporate in a Prospectus supplement
or post-effective amendment such information as the managing underwriter or
underwriters, if any, and such selling Stockholder agree should be included
therein under applicable law and (ii) make all required filings of such
Prospectus supplement or such post-effective amendment as soon as practicable
after the Company has received notification of the matters to be incorporated in
such Prospectus supplement or post-effective amendment; provided, however, that


                                       11
<PAGE>

the Company will not be required to take any actions under this Section 6.1(e)
that are not, in the opinion of counsel for the Company, in compliance with
applicable law.

          (f) Furnish to the selling Stockholder, its counsel and each managing
underwriter, if any, at least one conformed copy of the Registration Statement
and any post-effective amendment thereto, including financial statements (but
excluding schedules, all documents incorporated or deemed incorporated therein
by reference and all exhibits).

          (g) Deliver to the selling Stockholder, its counsel and the
underwriter or underwriters, if any, as many copies of the Prospectus relating
to such Registrable Securities (including each preliminary Prospectus) and any
amendment or supplement thereto as such persons may reasonably request and, by
such delivery, the Company will be deemed to have consented to the use of such
Prospectus or such amendment or supplement thereto by the selling Stockholder
and the underwriter or underwriters, if any, in connection with the offering and
sale of the Registrable Securities covered by such Prospectus or any amendment
or supplement thereto.

          (h) Prior to any public offering of Registrable Securities, to
register or qualify, or cooperate with the selling Stockholder, the underwriter
or underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of, such Registrable Securities for offer and sale under the
securities or blue sky laws of such jurisdictions within the United States as
the selling Stockholder or underwriter or underwriters reasonably request in
writing; keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided, however, that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction in which it is not then so qualified or (ii) take any action that
would subject it to general service of process in any jurisdiction in which it
is not then so subject.

          (i) Cooperate with the selling Stockholder and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold, which
certificates will not bear any restrictive legends; and cause such certificates
to be in such denominations and registered in such names as the managing
underwriters, if any, shall request at least two business days prior to any sale
of Registrable Securities to the underwriters.

          (j) Cause the Registrable Securities covered by the applicable
Registration Statement to be registered with or approved by such other
governmental agencies or authorities within the United States, including such as
may be required solely as a consequence of the nature of the selling
Stockholder's business.



                                       12
<PAGE>

          (k) As promptly as practicable upon the occurrence of any event
contemplated by Section 6.1(c)(v) or 6.1(c)(vi) hereof, prepare a supplement or
post-effective amendment to each Registration Statement or a supplement to the
related Prospectus, or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
such Prospectus will not contain an untrue statement of a material fact or omit
to state any 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.

          (l) Use its best efforts to cause all Registrable Securities covered
by such 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 on The Nasdaq Stock Market ("NASDAQ") and on the Nasdaq
National Market of NASDAQ if the securities qualify to be so quoted; in each
case, if requested by the selling Stockholder or the managing underwriter or
underwriters, if any.

          (m) Prior to the effective date of the first Demand Registration, (i)
engage an appropriate transfer agent and provide such transfer agent with
printed certificates for the Registrable Securities in a form eligible for
deposit with The Depository Trust Company and (ii) provide a CUSIP number for
the Registrable Securities.

          (n) Enter into such agreements (including, in the event of an
Underwritten Offering, an underwriting agreement in form, scope and substance as
is customary in Underwritten Offerings) and take all such other actions in
connection therewith (including those reasonably requested by the selling
Stockholder or, in the event of an Underwritten Offering, those reasonably
requested by the managing underwriter or underwriters) reasonably necessary or
desirable to expedite or facilitate the disposition of such Registrable
Securities, and in such connection, whether or not an underwriting agreement is
entered into and whether or not the registration is an Underwritten
Registration, (i) make such representations and warranties to the selling
Stockholder and the underwriter or underwriters, if any, with respect to the
business of the Company and its subsidiaries, the Registration Statement or
Prospectus, in each case, in form, substance and scope as are customarily made
by issuers to underwriters in Underwritten Offerings and confirm the same if and
when requested, (ii) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriter or underwriters, if any, and
the selling Stockholder) addressed to the selling Stockholder and the
underwriter or underwriters, if any, covering the matters customarily covered in
opinions requested in Underwritten Offerings and such other matters as may be
reasonably requested by the selling Stockholder and underwriter or underwriters,
if any, including without limitation the matters referred to in Section
6.1(n)(i) hereof, (iii) use its best efforts to obtain "comfort" letters and
updates thereof from the independent certified public accountants of the Company
(and, if necessary, any other certified public accountants of any subsidiary of
the Company or of any business acquired by the Company for which financial
statements and financial data is, or is required to be, included in the
Registration Statement), addressed to the selling Stockholder and each of the


                                       13
<PAGE>

underwriter or underwriters, if any, such letters to be in customary form and
covering matters of the type customarily covered in "comfort" letters in
connection with Underwritten Offerings, and (iv) deliver such documents and
certificates as may be reasonably requested by the selling Stockholder, its
counsel or the managing underwriter or underwriters, if any, to evidence the
continued validity of the representations and warranties of the Company and its
subsidiaries made pursuant to clause (i) above and to evidence compliance with
any customary conditions contained in the underwriting agreement or similar
agreement entered into by the Company. The foregoing actions will be taken in
connection with each closing under such underwriting or similar agreement as and
to the extent required thereunder.

          (o) Make available for inspection by a representative of the selling
Stockholder, any underwriter, and any attorney or accountant retained by such
selling Stockholder or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries, and
cause the officers, directors and employees of the Company and its subsidiaries
to supply all information reasonably requested by any such representative,
underwriter, attorney or accountant in connection with such Registration
Statement; provided, however, that any records, information or documents that
are designated by the Company in writing as confidential at the time of delivery
of such records, information or documents will be kept confidential by such
persons unless (i) such records, information or documents are in the public
domain or otherwise publicly available (other than by reason of breach of this
confidentiality provision), (ii) disclosure of such records, information or
documents is required by court or administrative order or is necessary to
respond to inquires of regulatory authorities, or (iii) disclosure of such
records, information or documents, in the opinion of counsel to such person, is
otherwise required by law or regulation (including without limitation pursuant
to the requirements of the Securities Act or regulations promulgated
thereunder); provided, however that, in the case of subsections (ii) and (iii)
hereof, prior to making such disclosure the Stockholder will advise and consult
with the Company and its counsel as to such disclosure and the nature and
wording of such disclosure and will use its reasonable best efforts to obtain
confidential treatment therefor.

          (p) Comply with all applicable rules and regulations of the SEC and
make generally available to its security holders earning statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45
calendar days after the end of any 12-month period (or 90 calendar days after
the end of any 12-month period if such period is a fiscal year) (i) commencing
at the end of any fiscal quarter in which Registrable Securities are sold to
underwriters in a firm commitment or best efforts Underwritten Offering and (ii)
if not sold to underwriters in such an offering, commencing on the first day of
the first fiscal quarter of the Company, after the effective date of a
Registration Statement, which statements shall cover such 12-month period.

     6.2. INFORMATION FROM STOCKHOLDER. (a) The Company may require each selling
Stockholder that has requested inclusion of its Registrable Securities in any
Registration Statement to furnish to the Company such information regarding the
Stockholder and its plan and method of distribution of such Registrable


                                       14
<PAGE>

Securities as the Company may, from time to time, reasonably request in writing.
The Company may refuse to proceed with the registration of such selling
Stockholder's Registrable Securities if such selling Stockholder unreasonably
fails to furnish such information within a reasonable time after receiving such
request.

          (b) Each selling Stockholder will as expeditiously as possible (i)
notify the Company of the occurrence of any event that makes any statement made
in a Registration Statement or Prospectus regarding such selling Stockholder
untrue in any material respect or that requires the making of any changes in a
Registration Statement or Prospectus so that, in such regard, (A) in the case of
a Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading and (B) in the case of a
Prospectus, it will not contain any untrue statement of a material fact or omit
to state any 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 and (ii) provide the Company with such information as may
be required to enable the Company to prepare a supplement or post-effective
amendment to any such Registration Statement or a supplement to such Prospectus
as contemplated by Section 6.1(k).

          (c) With respect to any Registration Statement for an Underwritten
Offering, the inclusion of a Stockholder's Registrable Securities therein will
be conditioned upon such Stockholder's participation in such Underwritten
Offering and the execution and delivery by such Stockholder of an underwriting
agreement in form, scope and substance as is customary in Underwritten
Offerings.

     6.3. SUSPENSION OF DISPOSITION. Each selling Stockholder will be deemed to
have agreed that, upon receipt of any notice from the Company of the occurrence
of any event of the kind described in Section 6.1(c)(ii), 6.1(c)(iii),
6.1(c)(iv), 6.1(c)(v) or 6.1(c)(vi) hereof, such Stockholder will discontinue
disposition of Registrable Securities covered by a Registration Statement or
Prospectus until such Stockholder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 6.1(k) hereof or until it is advised
in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed and has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus. In the event the Company shall give any such
notice, the time period prescribed in Section 3.2(c) hereof will be extended by
the number of days during the time period from the date of the giving of such
notice to the date when such selling Stockholder shall have received (x) the
copies of the supplemented or amended Prospectus contemplated by Section 6.1(k)
hereof or (y) the Advice and any such additional or supplemental filings
referred to above.

     6.4. REGISTRATION EXPENSES. (a) All fees and expenses incurred by the
Company in complying with Articles H, 111, IV and VI hereof ("Registration
Expenses") will be borne by the Company. Such fees and expenses will include,
without limitation, (i) all registration and filing fees (including without
limitation fees and expenses (x) with respect to filings required to be made
with the National Association of Securities Dealers, Inc. and (y) of compliance


                                       15
<PAGE>

with securities or blue sky laws (including without limitation reasonable fees
and disbursements of counsel for the underwriters and selling Stockholder in
connection with blue sky qualifications of the Registrable Securities and
determination of the eligibility of the Registrable Securities for investment
under the laws of such jurisdictions as the managing underwriter or
underwriters, if any, or the Selling Stockholder may designate)), (ii) printing
expenses (including without limitation the expenses of printing certificates for
securities in a form eligible for deposit with The Depository Trust Company and
of printing prospectuses if the printing of prospectuses is requested by the
selling Stockholder), (iii) messenger, telephone and delivery expenses, (iv)
reasonable fees and disbursements of counsel for the Company, (v) reasonable
fees and disbursements of one counsel for all selling Stockholders collectively
(which counsel, in the case of a Demand Registration, will be selected by the
Stockholder that delivers the Demand Notice relating to the Registration
Statement for which Registration Expenses are being incurred and, in all other
cases, will be selected by Stockholders holding a majority of the Registrable
Securities sought to be included in the Registration Statement), (vi) reasonable
fees and disbursements of all independent certified public accountants referred
to in Section 6.1(n)(iii) hereof (including the expenses of any special audit
and "comfort" letters required by or incident to such performance), (vii)
reasonable fees and expenses of any "qualified independent underwriter" or other
independent appraiser participating in an offering pursuant to Section 2720(c)
of the Conduct Rules of the National Association of Securities Dealers, Inc.,
and (viii) reasonable fees and expenses of all other persons retained by the
Company. In addition, the Company will pay its 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, and the
fees and expenses incurred in connection with the listing of the securities to
be registered on each securities exchange, if any, on which similar securities
issued by the Company are then listed or the quotation of such securities on the
NASDAQ.

          (b) Notwithstanding anything to the contrary herein contained, all
underwriting fees, discounts, selling commissions and stock transfer taxes
applicable to the sale of Registrable Securities will be borne by the
Stockholder owning such Registrable Securities.

          (c) Notwithstanding anything to the contrary herein contained, each
selling Stockholder may have its own separate counsel in connection with the
registration of any of its Registrable Securities, which counsel may participate
therein to the full extent provided herein; provided, however, that all fees and
expenses of such separate counsel will be paid for by such selling Stockholder.

     6.5. SELECTION OF UNDERWRITER. The investment banker or investment bankers
and manager or managers that will manage any Demand Registration offering will
be jointly selected by the Company and the selling Stockholder that gave the
original Demand Notice in connection with such Demand Registration.

                              VII. INDEMNIFICATION
                                   ---------------

     7.1. INDEMNIFICATION BY THE COMPANY. The Company will indemnify and hold
harmless, to the fullest extent permitted by law, each Stockholder owning


                                       16
<PAGE>

Registrable Securities registered pursuant to this Agreement, its officers,
directors, trustees, agents and employees, each person who controls such
Stockholder (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) and the officers, directors, trustees, agents and
employees of any such controlling person, from and against all losses, claims,
damages, liabilities, costs (including without limitation the costs of
investigation and attorneys' fees) and expenses (collectively, "Losses"), as
incurred, arising out of or based upon any untrue or alleged untrue statement of
a material fact contained in any Registration Statement, Prospectus or
preliminary prospectus, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the
same are based solely upon information furnished in writing to the Company by or
on behalf of such Stockholder expressly for use therein; provided, however, that
the Company will not be liable to any Stockholder to the extent that any such
Losses arise out of or are based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any preliminary prospectus if
either (i) (A) such Stockholder failed to send or deliver a copy of the
Prospectus with or prior to the delivery of written confirmation of the sale by
such Stockholder of a Registrable Security to the person asserting the claim
from which such Losses arise and (B) the Prospectus would have completely
corrected such untrue statement or alleged untrue statement or such omission or
alleged omission, or (ii) such untrue statement or alleged untrue statement or
such omission or alleged omission is completely corrected in an amendment or
supplement to the Prospectus previously furnished by or on behalf of the Company
with copies of the Prospectus as so amended or supplemented, and such
Stockholder thereafter failed to deliver such Prospectus as so amended or
supplemented prior to or concurrently with the sale of a Registrable Security to
the person asserting the claim from which such Losses arise.

     7.2. INDEMNIFICATION BY STOCKHOLDERS. Each Stockholder will indemnify and
hold harmless, to the fullest extent permitted by law, the Company, its
officers, directors, agents and employees, each person who controls the Company
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act), and the directors, officers, agents and employees of any such
controlling person, from and against all Losses, as incurred, arising out of or
based upon any untrue statement of a material fact contained in any Registration
Statement, Prospectus or preliminary prospectus, or arising out of or based upon
any omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading, to the extent, but only to the
extent, that such untrue statement or omission was made in reliance upon and in
conformity with information so furnished in writing by or on behalf of such
Stockholder to the Company expressly for use in such Registration Statement,
Prospectus or preliminary prospectus. In no event will the liability of any
Stockholder hereunder be greater in amount than the dollar amount of the
proceeds received by such Stockholder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.

     7.3. CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any person shall become
entitled to indemnity hereunder (an "Indemnified Party"), such Indemnified Party
will give prompt notice to the party from which such indemnity is sought (the
"Indemnifying Party") of any claim or of the commencement of any action or


                                       17
<PAGE>

proceeding with respect to which such Indemnified Party seeks indemnification or
contribution pursuant hereto; provided, however, that the failure to so notify
the Indemnifying Party will not relieve the Indemnifying Party from any
obligation or liability except to the extent that the Indemnifying Party has
been prejudiced materially by such failure. If such an action or proceeding is
brought against the Indemnified Party, the Indemnifying Party will be entitled
to participate therein and, to the extent it may elect by written notice
delivered to the Indemnified Party promptly after receiving the notice referred
to in the immediately preceding sentence, to assume the defense thereof with
counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the
foregoing, the Indemnified Party will have the right to employ its own counsel
in any such case, but the fees and expenses of such counsel will be at the
expense of the Indemnified Party unless (i) the employment of such counsel shall
have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying
Party shall not have employed counsel (reasonably satisfactory to the
Indemnified Party) to take charge of such action or proceeding within a
reasonable time after notice of commencement thereof, or (iii) the Indemnified
Party reasonably shall have concluded that there may be defenses available to it
which are different from or additional to those available to the Indemnifying
Party which, if the Indemnifying Party and the Indemnified Party were to be
represented by the same counsel, could result in a conflict of interest for such
counsel or materially prejudice the prosecution of defenses available to the
Indemnified Party. If any of the events specified in clause (i), (ii) or (iii)
of the immediately preceding sentence are applicable, then the fees and expenses
of separate counsel for the Indemnified Party shall be borne by the Indemnifying
Party. If, in any case, the Indemnified Party employs separate counsel, the
Indemnifying Party will not have the right to direct the defense of such action
or proceeding on behalf of the Indemnified Party. All fees and expenses required
to be paid to the Indemnified Party pursuant to this Section 7 will be paid
periodically during the course of the investigation or defense, as and when
reasonably itemized bills therefor are delivered to the Indemnifying Party in
respect of any particular Loss that is incurred. Notwithstanding anything to the
contrary contained in this Section 7.3, an Indemnifying Party will not be liable
for the settlement of any action or proceeding effected without its prior
written consent. The Indemnifying Party will not consent to entry of any
judgment or enter into any settlement or otherwise seek to terminate any action
or proceeding in which any Indemnified Party is or could be a party and as to
which indemnification or contribution could be sought by such Indemnified Party
under this Article VII, unless such judgment, settlement or other termination
provides solely for the payment of money and includes as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a
release, in form and substance satisfactory to the Indemnified Party, from all
liability in respect of such claim or litigation for which such Indemnified
Party would be entitled to indemnification hereunder.

     7.4. CONTRIBUTION, ETC. (a) If the indemnification provided for in this
Article VII is unavailable to an Indemnified Party under Section 7.1 or 7.2
hereof in respect of any Losses or is insufficient to hold such Indemnified
Party harmless, then each applicable Indemnifying Party, in lieu of indemnifying
such Indemnified Party, will, jointly and severally, contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party or Indemnifying Parties, on the one hand, and such Indemnified Party, on


                                       18
<PAGE>

the other hand, in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party or Indemnifying Parties, on the
one hand, and such Indemnified Party, on the other hand, will 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 of a material fact, has been taken or made by, or related to
information supplied by, such Indemnifying Party or Indemnifying Parties or such
Indemnified Party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action, statement or
omission. The amount paid or payable by a party as a result of any Losses will
be deemed to include any legal or other fees or expenses incurred by such party
in connection with any action or proceeding.

          (b) The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 7.4 were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding anything contained in this Section 7.4 to the contrary, an
Indemnifying Party that is a selling Stockholder will not be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities were sold by such selling Stockholder to the public
exceeds the amount of any damages which such selling Stockholder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

          (c) The provisions of this Article VII will survive indefinitely,
notwithstanding any transfer of the Registrable Securities by any Stockholder.

                                 VIII. RULE 144
                                       --------

     The Company will file all reports required to be filed by it under the
Securities Act and the Exchange Act, and will cooperate with any Stockholder
(including without limitation by making such representations as any such
Stockholder may reasonably request), all to the extent required from time to
time to enable such Stockholder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemptions
provided by Rule 144. Upon the request of any Stockholder, the Company will
deliver to such Stockholder a written statement as to whether it has complied
with such filing requirements.

                               IX. MISCELLANEOUS
                                   -------------

     9.1. NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made by
delivery in person, by courier service, by facsimile transmission or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for a


                                       19
<PAGE>

party as shall be specified in a notice given in accordance with this Section
9.1):

(a)      If to the Company:

         Arch Communications Group, Inc.
         1800 West Park Drive, Suite 250
         Westborough, MA  01581
         Attention: J. Roy Pottle
         Fax No.:  (508) 366-0846

         with a copy to:

         Hale and Dorr LLP
         60 State Street
         Boston, MA  02109
         Attention: David A. Westenberg
         Fax No.:  (617) 526-5000

(b)      If to a Stockholder, to the following respective addresses thereof:

         (i)  Huff:                          (iii)  CSFB:
              ----                                  ----
         W.R. Huff Asset                     Credit Suisse First
         Management Co., L.L.C.              Boston Corporation
         67 Park Place, 9th Floor            11 Madison Avenue
         Morristown, New Jersey  07960       New York, New York  10010
         Attention:  Cathy Markey, Esq.      Attention:     David J. Matlin
         Fax No.:  (973) 984-5818                           Alex Lagetko
                                             Fax No.:  (212) 325-8290

         with a copy to:                              with a copy to:

         W.R. Huff Asset Management          Cadwalader, Wickersham &   Taft
         Co., L.L.C.                         100 Maiden Lane
         67 Park Place, 9th Floor            New York, New York  10038
         Morristown, NJ  07960               Attention:     Michael J. Sage,
         Attention:  Bryan E. Bloom, Esq.                   Esq.
         Fax No.:  (973) 984-5818            Fax No.:  (212) 504-6666




                                       20
<PAGE>



         (ii)  Whippoorwill:                 (iv)  Northwestern:
               ------------                        -------------
         Whippoorwill Associates, Inc.       The Northwestern Mutual    Life
         11 Martine Avenue                     Insurance Company
         White Plains, New York  10606       720 E. Wisconsin Avenue
         Attention:  David Strumwasser       Milwaukee, Wisconsin  53202
         Fax No.:  (914) 683-1242            Attention:     Securities
                                                            Department
                                             Fax No.:  (414) 290-2185

         with a copy to:                     with a copy to:

         Kramer, Levin, Naftals &            The Northwestern Mutual
           Frankel, LLP                        Life Insurance Company
         919 3rd Avenue                      720 E. Wisconsin Avenue
         New York, NY  10022                 Milwaukee, Wisconsin  53202
         Attention:     Thomas M. Mayer      Attention:  Carol Kracht, Esq.
                        Esq.
         Fax No.:  (212) 715-8000            Fax No.:  (414) 299-7016

All such notices and communications will be deemed to have been delivered or
given: upon delivery, if personally delivered; one business day after being
dispatched, if dispatched by same-day or next-day courier guaranteeing timely
delivery; when receipt acknowledged, if sent by facsimile transmission; and five
business days after being deposited in the mail, if mailed.

     9.2. ASSIGNMENT. Neither this Agreement nor the rights and obligations
hereunder may be assigned by operation of law or otherwise (except that this
Agreement and rights and obligations hereunder may be assigned by any
Stockholder to a Permitted Assignee thereof, whereupon such Permitted Assignee
shall be deemed to be a Stockholder and a party hereto for all purposes of this
Agreement). Notwithstanding the foregoing, nothing herein contained shall
restrict the right of any Stockholder to transfer securities of the Company held
by it.

     9.3. NO THIRD-PARTY BENEFICIARIES. This Agreement will be binding upon and
inure solely to the benefit of the parties hereto and their respective
successors and permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other person any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.

     9.4. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and undertakings, both written and oral, among the parties with
respect to the subject matter hereof.

     9.5. NO INCONSISTENT AGREEMENTS. Except for the Adelphia Agreement, the
Company does not have, as of the Effective Date, and will not, on or after the


                                       21
<PAGE>

Effective Date, enter into, any agreement with respect to its securities which
is inconsistent with the rights granted to the Stockholders in this Agreement or
otherwise conflicts with the provisions hereof.

     9.6. AMENDMENT AND WAIVER. This Agreement may not be amended or modified or
any provision hereof waived except by an instrument in writing signed by or on
behalf of each party. Notwithstanding anything contained herein to the contrary,
a waiver that does not adversely affect all of the parties hereto may be
executed by only the adversely affected party or parties.

     9.7. HEADINGS. The descriptive headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.

     9.8. CERTAIN INTERPRETATIVE MATTERS AND DEFINITIONS. Unless the context
otherwise requires, (i) all references to Articles, Sections, or Schedules are
to Articles, Sections, or Schedules of this Agreement, (ii) each term defined in
this Agreement has the meaning assigned to it, (iii) all uses of "herein,"
"hereto," "hereof" and words similar thereto in this Agreement refer to this
Agreement in its entirety, and not solely to the Article, Section, or provision
in which it appears, (iv) "or" is disjunctive but not necessarily exclusive, and
(v) words in the singular include the plural and vice versa.

     9.9. SEVERABILI1Y. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced under any law or public policy,
all other terms and provisions of this Agreement will nevertheless remain in
full force and effect. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner.

     9.10. GOVERNING LAW. This Agreement will be governed by, and construed in
accordance with, the laws of the State of Delaware applicable to contracts
executed in and to be performed entirely within that state.

     9.11. 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 will be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.

     9.12. ATTORNEYS' FEES. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof is validly asserted
as a defense, the successful party will be entitled to recover reasonable
attorneys' fees in addition to its costs and expenses and any other available
remedy.

     9.13. FURTHER ASSURANCES. The parties hereto will do such further acts and
things necessary to ensure that the terms of this Agreement are carried out and
observed.

     9.14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each


                                       22
<PAGE>

of which when executed will be deemed to be an original but all of which
together will constitute one and the same agreement.




                                       23
<PAGE>




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



                                        ARCH COMMUNICATIONS GROUP, INC.


                                        By:
                                        Name:
                                        Title:

                                        W.R. HUFF ASSET MANAGEMENT CO., L.L.C.


                                        By:
                                        Name:
                                        Title:

                                        WHIPPOORWILL ASSOCIATES, INC.


                                        By:
                                        Name:
                                        Title:


-+                                      CREDIT SUISSE FIRST BOSTON
                                        CORPORATION


                                        By:
                                        Name:
                                        Title:


                                        THE NORTHWESTERN MUTUAL LIFE
                                        INSURANCE COMPANY


                                        By:
                                        Name:
                                        Its Authorized Representative


                                        THE NORTHWESTERN MUTUAL LIFE
                                        INSURANCE COMPANY FOR ITS GROUP
                                        ANNUITY SEPARATE ACCOUNT

                                        By:      NORTHWESTERN INVESTMENT
                                                 MANAGEMENT COMPANY

                                        By:
                                        Name:
                                        Title:


                                        NORTHWESTERN MUTUAL SERIES FUND,
                                        INC. FOR THE HIGH YIELD BOND PORTFOLIO


                                        By:
                                        Name:
                                        Title:



<PAGE>


                                                                     SCHEDULE 1


                                INITIAL OWNERSHIP


<TABLE>
<CAPTION>

                                                Number of     Number of Class B   Number of
                  Stockholder                 Common Shares     Common Shares      Warrants
                  -----------                 -------------     -------------      --------
<S>                                            <C>                 <C>            <C>
W.R. Huff Asset Management Co., L.L.C..        20,943,515          5,563,899      1,704,006
Whippoorwill Associates, Inc...........        18,812,315          4,308,002      1,319,713
Credit Suisse First Boston Corporation.        15,739,506          4,176,292         29,309
The Northwestern Mutual Life Insurance
Company................................         5,872,335          1,550,173        474,861
The Northwestern Mutual Life Insurance
Company for its Group Annuity Separate
Account................................         1,424,982            376,287        115,084
Northwestern Mutual Series Fund, Inc.
for the High Yield Bond Portfolio......           402,583            106,132         32,686
</TABLE>
</TEXT>
</DOCUMENT>
