This REGISTRATION RIGHTS AGREEMENT (the "Agreement) is made and entered into as of December 9, 1996, by and among Nova Star Financial, Inc., a Maryland corporation (the "Company"), and the undersigned stockholders of the Company.

In consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following meanings:

"Affiliate" of a specified person shall mean any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For purposes of this definition, "control," when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled have meanings correlative to the foregoing.

"Common Stock" shall mean the Company's Common Stock, par value $0.1per share.

"Company" shall mean Nova Star Financial, Inc., a Maryland corporation, until a successor replaces it and thereafter means such successor.

"Company Allotment" shall be as defined in Section 3 (b).

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Holders" shall be as defined in Section 2 (b) hereof.

"Holders Allotment" shall be as defined in 4 (b).

"NASD" means National Association of Securities Dealers, Inc.

"NASDAQ/NMS shall mean Nasdaq National Market.

"Other Holders Allotment" shall be as defined in Section 4 (b).

"Person" shall mean an individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm or other entity.

"Piggyback Notice" shall have the meaning as set forth in Section 3 (a) hereof.

"Piggyback Underwritten Offering" shall have the meaning as set forth in Section 3 (a) hereof.

"Preferred Stock" shall mean the Company's Class A Convertible Preferred Stock, par value$0.01 per share.

"Proceeding" shall mean an action, claim, suit or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), where commenced or threatened.

"Prospectus" shall mean 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, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in this Prospectus.

"Registrable Securities" shall mean the shares of Common Stock held by such Holder on the date of this Agreement until such time as such shares of Common Stock shall have been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering such shares, or are otherwise freely transferable by the holder without requirement of registration under the Securities Act.

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