Exhibit 4.4

                          FORM OF REGISTRATION RIGHTS
             UNDER SELECT CLASS A COMMON STOCK PURCHASE AGREEMENTS

     Piggyback Registration. If the Company proposes to register any of the
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Common Stock in an underwritten public offering under the Securities Act (except
equity securities pursuant to a registration statement filed on Forms S-4 or S-8
or such other forms as shall be prescribed under the Securities Act for the same
purposes) at any time or times when the Purchaser owns all of the Shares, it
will at each such time given written notice to the Purchaser of its intention to
do so and upon the written request of the Purchaser given within twenty (20)
days after receipt of such notice, the Company will use its best efforts to
effect the registration of the Shares which it shall have been so requested to
register (the "Piggyback Securities") by including such Piggyback Securities in
such registration statement. In the event that any registration pursuant to this
Section 6.6 shall be, in whole or in part, in connection with an underwritten
offering of securities of the Company, and such Piggyback Securities shall be
included in the underwriting on the same terms and conditions as the shares of
the Common Stock, if any, otherwise being sold through underwriters under such
registration statement; provided, however, that if the managing underwriter
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determines and advises in writing that the inclusion in the registration
statement of all Piggyback Securities proposed to be included and any other
shares of Common Stock sought to be registered by any other stockholder of the
Company (the "Other Common Stock") would interfere with the successful marketing
of the securities proposed to be registered by the Company, then the number of
Piggyback Securities and other Common Stock to be included in the underwriting
shall be reduced pro rata among all holders of Piggyback Securities and Other
Common Stock requesting such registration.

     In connection with such registration, the Purchaser will provide customary
indemnification's to the Company, the Company's directors and officers who sign
the registration statement and the underwriters, if any, against any losses,
claims, damages or liabilities which arise out of or are based upon any untrue
or alleged untrue statement of a material fact contained in such registration
statement, preliminary prospectus, final prospectus or amendments or supplements
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading; in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement was made
in the Company's registration statement, preliminary prospectus, final
prospectus or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished by the Purchaser. The expenses of
registration under this Section 6.6 (including without limitation all
registration and filing fees, blue sky fees and expenses, printing expenses,
fees and expenses of counsel to the Company and the Company's independent
accountants) shall be paid by the Company, provided that all underwriting
discounts and selling commissions applicable to the sale of the Piggyback
Securities and all fees and expenses of counsel or other experts, if any,
retained by the Purchaser in connection with the registration described in this
Section 6.6 shall be paid by the Purchaser. Notwithstanding anything to the
contrary contained in this Section 6.6, in the event that the Company has an
underwritten primary offering of its securities and the Purchaser does not sell
his Shares to the underwriter of the Company's securities in connection with
such offering, the Purchaser shall refrain from selling, making any short sale
of, loaning, granting any option for


the purchase of, or otherwise disposing of any of the Shares registered pursuant
to this Section 6.6 during the period of distribution of the Company's
securities by such underwriter in the primary offering and the period in which
the underwriter participates in the after market; provided, however, that the
Purchaser shall, subject to the terms of this Agreement, be entitled to sell his
Shares commencing on the 90/th/ day after the effective date of such
registration statement or such earlier time as the managing underwriter shall
consent to in writing.