



                                                     CONFORMED COPY

                        REGISTRATION RIGHTS AGREEMENT
                        _____________________________

                    REGISTRATION RIGHTS AGREEMENT dated as of March
          30, 1996 between Butterfly, Inc., a Connecticut
          corporation (the "Company") and Leonard Abramson (the
          "Shareholder").

                                  ARTICLE I

                                 DEFINITIONS

                    1.1.  Definitions.  The following terms, as
                          ___________
          used herein, have the following meanings:

                    "1933 Act" means the Securities Act of 1933, as
          amended, and the rules and regulations thereunder.

                    "1934 Act" means the Securities Exchange Act of
          1934, as amended and the rules and regulations
          thereunder.

                    "Business Day" means any day except a Saturday,
          Sunday or other day on which commercial banks in New York
          are authorized by law to close.

                    "Commission" means the Securities and Exchange
          Commission.

                    "Common Stock" means the Company's Common
          Stock, par value $1.00 per share.

                    "Merger Agreement" means the Agreement and Plan
          of Reorganization dated as of the date hereof among
          Adonis, Inc., Antelope, Inc., the Company, Adonis Merger
          Sub, Inc. and Antelope Merger Sub, Inc.

                    "Person" means an individual, a corporation, a
          partnership, limited liability company, an association, a
          trust or other entity or organization, including a
          government or political subdivision or an agency or
          instrumentality thereof.

                    "Piggyback Registration" means a Piggyback
          Registration as defined in Section 2.2.

                    "Preferred Stock" means the Company's Class C
          Preferred Stock, par value $.01 per share.

                    "Registrable Securities" means all shares of
          Common Stock and Preferred Stock owned by the
          Shareholder.

                    "Shelf Registration Statement" means the Shelf
          Registration Statement as defined in Section 2.1.

                    "Underwriter" means a securities dealer who
          purchases any Registrable Securities as principal and not
          as part of such dealer's market-making activities.

                                  ARTICLE II

                             REGISTRATION RIGHTS

                    2.1.  Shelf Registration. (a) The Company shall
                          __________________
          prepare and file with the Commission a shelf registration
          statement (as amended and supplemented from time to time,
          the "Shelf Registration Statement") relating to the
          Registrable Securities in accordance with Rule 415 under
          the 1933 Act and will use its best efforts to cause such
          Shelf Registration Statement to be declared effective no
          later than the Merger Date (as defined in the Merger
          Agreement) and to keep such Shelf Registration Statement
          continuously effective and in compliance with the 1933
          Act and usable for resale of such Registrable Securities,
          for a period from the date on which the Commission
          declares such Shelf Registration Statement effective
          until the first date upon which the aggregate amount of
          Registrable Securities then owned by the Shareholder
          could be sold pursuant to Rule 145 under the 1933 Act
          within 15 trading days calculated in accordance with Rule
          144 of the 1933 Act as of such date.

                    (b)  If the aggregate proceeds from an offering
          of Registrable Securities pursuant to the Shelf
          Registration Statement are expected to be more than $100
          million and if Shareholder so elects, such offering may
          be in the form of an underwritten offering.  Shareholder
          shall select the managing Underwriters and any additional
          investment bankers and managers to be used in connection
          with such offering; provided that such managing
                              ________
          Underwriters and additional investment bankers must be
          reasonably satisfactory to the Company.

                    2.2.  Piggyback Registration.  If the Company
                          ______________________
          proposes to file a registration statement under the 1933
          Act with respect to an offering of Common Stock or
          Preferred Stock (i) for the Company's own account (other
          than a registration statement on Form S-4 or S-8 (or any
          substitute form that may be adopted by the Commission))
          or (ii) for the account of any of its holders of Common
          Stock or Preferred Stock, then the Company shall give
          written notice of such proposed filing to Shareholder as
          soon as practicable (but in no event less than 10 days
          before the anticipated filing date), and such notice
          shall offer Shareholder the opportunity to register such
          number of shares of Registrable Securities as Shareholder
          may request on the same terms and conditions as the
          Company's or such holder's Common Stock or Preferred
          Stock (a "Piggyback Registration").

                    2.3.  Reduction of Offering.  Notwithstanding
                          _____________________
          anything contained herein, if the managing Underwriter of
          an offering described in Section 2.2 delivers a written
          opinion to the Company that (i) the size of the offering
          that Shareholder, the Company and any other Persons
          intend to make or (ii) the combination of securities that
          Shareholder, the Company and such other Persons intend to
          include in such offering are such that the success of the
          offering would be materially and adversely affected, then
          (A) if the size of the offering is the basis of such
          Underwriter's opinion, the amount of Registrable
          Securities to be offered for the account of Shareholder
          shall be reduced to the extent necessary to reduce the
          total amount of securities to be included in such
          offering to the amount recommended by such managing
          Underwriter; provided that in the case of a Piggyback
                       ________
          Registration, if securities are being offered for the
          account of Persons other than the Company, then the
          proportion by which the amount of such Registrable
          Securities intended to be offered for the account of
          Shareholder is reduced shall not exceed the proportion by
          which the amount of such securities intended to be
          offered for the account of such other Persons is reduced;
          and (B) if the combination of securities to be offered is
          the basis of such Underwriter's opinion, (x) the
          Registrable Securities to be included in such offering
          shall be reduced as described in clause (A) above
          (subject to the proviso in clause (A)), and (y) in the
          case of a Piggyback Registration, if the actions
          described in sub-clause (x) of this clause (B) would, in
          the judgment of the managing Underwriter, be insufficient
          substantially to eliminate the adverse effect that
          inclusion of the Registrable Securities requested to be
          included would have on such offering, such Registrable
          Securities will be excluded from such offering.

                                 ARTICLE III

                           REGISTRATION PROCEDURES

                   3.1.  Filings; Information.  In connection with
                         ____________________
          the Shelf Registration Statement pursuant to Section 2.1
          hereof, the Company and Shareholder agree as follows:

                    (a)  Shareholder will notify Company at least
               10 days prior to making any offer or sale of any
               Registrable Securities pursuant to the Shelf
               Registration Statement.  The Company shall be
               entitled, by notifying Shareholder within 5 days of
               receiving the aforementioned notice from the
               Shareholder, to postpone or suspend for a reasonable
               period of time (in no event to exceed 75 days) the
               offering of any Registrable Securities if the
               Company shall determine in good faith that such
               offering will interfere with a pending or
               contemplated financing, merger, sale or acquisition
               of assets, recapitalization or other corporate
               action or policies of the Company.  If the Company
               elects to so postpone or suspend the offering of any
               Registrable Securities, the Company shall, to the
               extent necessary, amend or supplement the Shelf
               Registration Statement to permit the offering of
               Registrable Securities within 75 days of receiving
               the aforementioned notice from the Shareholder.

                    (b)  The Company will, if requested, prior to
               filing the Shelf Registration Statement or any
               amendment or supplement thereto, furnish to
               Shareholder and each applicable managing
               Underwriter, if any, without charge, copies thereof,
               and thereafter furnish to Shareholder and each such
               Underwriter, if any, without charge, such number of
               copies of such registration statement, amendment and
               supplement thereto (in each case including all
               exhibits thereto and documents incorporated by
               reference therein) and the prospectus included in
               such registration statement (including each
               preliminary prospectus) as Shareholder or each such
               Underwriter may reasonably request in order to
               facilitate the sale of the Registrable Securities.

                    (c)  After the filing of the Shelf Registration
               Statement, the Company will promptly notify
               Shareholder of any stop order issued or, to the
               Company's knowledge, threatened to be issued by the
               Commission and use its best efforts to prevent the
               entry of such stop order or to remove it if entered
               at the earliest possible date.

                    (d)  The Company will use its best efforts in
               cooperation with Shareholder and the Underwriters or
               agents, as the case may be, to qualify the
               Registrable Securities for offer and sale under such
               other securities or blue sky laws of such
               jurisdictions in the United States as Shareholder
               reasonably requests; provided that the Company will
                                    ________
               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
               paragraph (d), (ii) subject itself to taxation in
               any such jurisdiction or (iii) consent to general
               service of process in any such jurisdiction.

                    (e)  The Company will as promptly as is
               practicable notify Shareholder, at any time when a
               prospectus relating to the sale of the Registrable
               Securities is required by law to be delivered in
               connection with sales by an Underwriter or dealer,
               of the occurrence of any event requiring the
               preparation of a supplement or amendment to such
               prospectus so that, as thereafter delivered to the
               purchasers of such Registrable Securities, 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 the light of the
               circumstances under which they were made, not
               misleading and shall as promptly as practicable make
               available to Shareholder and to the Underwriters any
               such supplement or amendment.  Shareholder agrees
               that, upon receipt of any notice from the Company of
               the occurrence of any event of the kind described in
               the preceding sentence, Shareholder will forthwith
               discontinue the offer and sale of Registrable
               Securities pursuant to the registration statement
               covering such Registrable Securities until receipt
               by Shareholder and the Underwriters of the copies of
               such supplemented or amended prospectus and, if so
               directed by the Company, Shareholder will deliver to
               the Company all copies, other than permanent file
               copies then in Shareholder's possession, of the most
               recent prospectus covering such Registrable
               Securities at the time of receipt of such notice.  

                    (f)  The Company will deliver to Shareholder
               and each Underwriter or agent participating in an
               offering pursuant to the Shelf Registration
               Statement, without charge, as many copies of each
               preliminary prospectus as Shareholder or such
               Underwriter or agent may reasonably request, and the
               Company hereby consents to the use of such copies
               for purposes permitted by the 1933 Act.  The Company
               will deliver to Shareholder and each Underwriter or
               agent participating in such offering, without
               charge, from time to time during the period when a
               prospectus is required to be delivered under the
               1933 Act, such number of copies of such prospectus
               (as supplemented or amended) as Shareholder or such
               Underwriter or agent may reasonably request.

                    (g)  The Company will comply with the 1933 Act
               and the rules and regulations of the Commission
               thereunder, and the 1934 Act and the rules and
               regulations of the Commission thereunder so as to
               permit the completion of the distribution of the
               Registrable Securities pursuant to the Shelf
               Registration Statement in accordance with the
               intended method or methods of distribution
               contemplated in the prospectus relating thereto.

                    (h)  Upon the request of Shareholder or the
               managing Underwriter or agent, as the case may be,
               or if required by the rules, regulations or
               instructions applicable to the registration form
               used by the Company, or by the 1933 Act or by any
               other rules and regulations thereunder in connection
               with the offering of Registrable Securities pursuant
               to the Shelf Registration Statement, the Company
               will prepare a prospectus supplement that complies
               with the 1933 Act and the rules and regulations of
               the Commission thereunder and that sets forth the
               aggregate amount of the Registrable Securities being
               sold, the name or names of any Underwriters or
               agents participating in the offering, the price at
               which the Registrable Securities are to be sold, any
               discounts, commissions or other items constituting
               compensation, and such other information as
               Shareholder or the managing Underwriter or agent, as
               the case may be, and the Company deem appropriate in
               connection with the offering of the Registrable
               Securities prior to its being used or filed with the
               Commission.

                    (i)  The Company may require the Shareholder to
               promptly furnish in writing to the Company such
               information regarding the distribution of the
               Registrable Securities as may be legally required in
               connection with such registration.

                    (j)  The Company will enter into customary
               agreements (including an underwriting agreement in
               customary form) and take such other actions as are
               reasonably required in order to expedite or
               facilitate the sale of such Registrable Securities.

                    (k)  The Company will furnish to Shareholder
               and to each Underwriter a signed counterpart,
               addressed to Shareholder or such Underwriter, of (i)
               an opinion or opinions of counsel to the Company and
               (ii) a comfort letter or comfort letters from the
               Company's independent public accountants, each in
               customary form and covering such matters of the type
               customarily covered by opinions or comfort letters,
               as the case may be, as Shareholder or the managing
               Underwriter reasonably requests.

                    (l)  The Company will make generally available
               to its security holders, as soon as reasonably
               practicable, an earnings statement covering a period
               of 12 months, beginning within three months after
               the effective date of the registration statement,
               which earnings statement shall satisfy the
               provisions of Section 11(a) of the 1933 Act and the
               rules and regulations of the Commission thereunder.

                    (m)  The Company will use its reasonable
               efforts to cause all such Registrable Securities to
               be listed on each securities exchange on which
               similar securities issued by the Company are then
               listed.

                    3.2.  Registration Expenses.  In connection
                          _____________________
          with the Shelf Registration Statement and in connection
          with any Piggyback Registration, the Company shall pay,
          the following expenses incurred in connection with such
          registration: (i) filing fees with the Commission, (ii)
          fees and expenses of compliance with securities or blue
          sky laws (including reasonable fees and disbursements of
          counsel in connection with blue sky qualifications of the
          Registrable Securities), (iii) printing expenses, (iv)
          fees and expenses incurred in connection with the listing
          of the Registrable Securities, (v) fees and expenses of
          counsel and independent certified public accountants for
          the Company and (vi) the reasonable fees and expenses of
          any additional experts retained by the Company in
          connection with such registration.  The Shareholder shall
          pay any underwriting fees, discounts or commissions
          attributable to the sale of Registrable Securities and
          any out-of-pocket expenses of Shareholder.

                                  ARTICLE IV

                       INDEMNIFICATION AND CONTRIBUTION

                    4.1.  Indemnification by the Company.  The
                          ______________________________
          Company agrees to indemnify and hold harmless
          Shareholder, its officers and directors, and each Person,
          if any, who controls Shareholder within the meaning of
          either Section 15 of the 1933 Act or Section 20 of the
          1934 Act from and against any and all losses, claims,
          damages and liabilities caused by any untrue statement or
          alleged untrue statement of a material fact contained in
          any registration statement or prospectus relating to the
          Registrable Securities (as amended or supplemented if the
          Company shall have furnished any amendments or
          supplements thereto) or any preliminary prospectus, or
          caused by 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 such losses, claims, damages or
          liabilities are caused by any such untrue statement or
          omission or alleged untrue statement or omission based
          upon information, relating to Shareholder or the plan of
          distribution furnished in writing to the Company by or on
          behalf of Shareholder expressly for use therein; provided
                                                           ________
          that the foregoing indemnity agreement with respect to
          any preliminary prospectus shall not inure to the benefit
          of Shareholder if a copy of the most current prospectus
          at the time of the delivery of the Registrable Securities
          was not provided to purchaser and such current prospectus
          would have cured the defect giving rise to such loss,
          claim, damage or liability and was in fact previously
          furnished to the Shareholder and the managing
          Underwriters, if any, in quantities sufficient to deliver
          the same to all such purchasers.  The Company also agrees
          to indemnify any Underwriters of the Registrable
          Securities, their officers and directors and each person
          who controls such Underwriters on substantially the same
          basis as that of the indemnification of Shareholder
          provided in this Section 4.1.

                    4.2.  Indemnification by Shareholder. 
                          ______________________________
          Shareholder agrees to indemnify and hold harmless the
          Company, its officers and directors, and each Person, if
          any, who controls the Company within the meaning of
          either Section 15 of the 1933 Act or Section 20 of the
          1934 Act to the same extent as the foregoing indemnity
          from the Company to Shareholder, but only with reference
          to information relating to Shareholder or the plan of
          distribution furnished in writing by or on behalf of
          Shareholder expressly for use in any registration
          statement or prospectus relating to the Registrable
          Securities, or any amendment or supplement thereto, or
          any preliminary prospectus.  Shareholder also agrees to
          indemnify and hold harmless any Underwriters of the
          Registrable Securities, their officers and directors and
          each person who controls such Underwriters on
          substantially the same basis as that of the
          indemnification of the Company provided in this Section
          4.2.

                    4.3.  Conduct of Indemnification Proceedings. 
                          ______________________________________
          In case any proceeding (including any governmental
          investigation) shall be instituted involving any Person
          in respect of which indemnity may be sought pursuant to
          Section 4.1 or Section 4.2, such Person (the "Indemnified
          Party") shall promptly notify the Person against whom
          such indemnity may be sought (the "Indemnifying Party")
          in writing and the Indemnifying Party, upon the request
          of the Indemnified Party, shall retain counsel reasonably
          satisfactory to such Indemnified Party to represent such
          Indemnified Party and any others the Indemnifying Party
          may designate in such proceeding and shall pay the fees
          and disbursements of such counsel related to such
          proceeding.  In any such proceeding, any Indemnified
          Party shall have the right to retain its own counsel, but
          the fees and expenses of such counsel shall be at the
          expense of such Indemnified Party unless (i) the
          Indemnifying Party and the Indemnified Party shall have
          mutually agreed to the retention of such counsel or (ii)
          the named parties to any such proceeding (including any
          impleaded parties) include both the Indemnified Party and
          the Indemnifying Party and representation of both parties
          by the same counsel would be inappropriate due to actual
          or potential differing interests between them.  It is
          understood that the Indemnifying Party shall not, in
          connection with any proceeding or related proceedings in
          the same jurisdiction, be liable for the fees and
          expenses of more than one separate firm of attorneys (in
          addition to any local counsel) at any time for all such
          Indemnified Parties, and that all such fees and expenses
          shall be reimbursed as they are incurred.  In the case of
          any such separate firm for the Indemnified Parties, such
          firm shall be designated in writing by the Indemnified
          Parties.  The Indemnifying Party shall not be liable for
          any settlement of any proceeding effected without its
          written consent, but if settled with such consent, or if
          there be a final judgment for the plaintiff, the
          Indemnifying Party shall indemnify and hold harmless such
          Indemnified Parties from and against any loss or
          liability (to the extent stated above) by reason of such
          settlement or judgment.

                    4.4.  Contribution.  If the indemnification
                          ____________
          provided for in this Article IV is unavailable to an
          Indemnified Party in respect of any losses, claims,
          damages or liabilities referred to herein, then in lieu
          of such indemnification (i) as between the Company, on
          the one hand, and the Shareholder, on the other hand, the
          Company and Shareholder shall contribute to the aggregate
          losses, liabilities, claims, damages and expenses of the
          nature contemplated by such indemnity incurred by the
          Company and Shareholder, as incurred, in such proportion
          as is appropriate to reflect the relative fault of the
          Company, on the one hand, and of Shareholder, on the
          other hand, in connection with the statements or
          omissions which resulted in such losses, liabilities,
          claims, damages or expenses, as well as any other
          relevant equitable considerations and (ii) as between the
          Company and the Shareholder, on the one hand, and the
          Underwriters or agents, on the other hand, the Company,
          Shareholder, Underwriters and agents shall contribute to
          such aggregate losses, liabilities, claims, damages and
          expenses in proportion such that (x) the Underwriters and
          agents are responsible for that portion represented by
          the percentage that the underwriting discounts and
          commissions for the offering appearing on the cover page
          of the relevant prospectus (or, if not set forth on the
          cover page, that are applicable to the relevant offering)
          bear to the initial public offering price appearing on
          the cover page (or, if not set forth on the cover page,
          that are applicable to the offering), and (y) Shareholder
          and the Company are responsible to contribute pro rata,
          based upon the amount of net proceeds realized by each,
          in respect of the balance.

               The relative fault of the Company on the one hand
          and Shareholder on the other hand shall be determined by
          reference to, among other things, whether any such untrue
          or alleged untrue statement of a material fact or
          omission or alleged omission to state a material fact
          relates to information supplied by the Company or by
          Shareholder and the parties' relative intent, knowledge,
          access to information and opportunity to correct or
          prevent such statement or omission.

                    The Company and Shareholder agree that it would
          not be just and equitable if contribution pursuant to
          this Section 4.4 were determined by pro rata allocation
          or by any other method of allocation that does not take
          account of the equitable considerations referred to in
          the immediately preceding paragraph.  The amount paid or
          payable by an Indemnified Party as a result of the
          losses, claims, damages or liabilities referred to in the
          immediately preceding paragraph shall be deemed to
          include, subject to the limitations set forth above, any
          legal or other expenses reasonably incurred by such
          Indemnified Party in connection with investigating or
          defending any such action or claim.  Notwithstanding the
          provisions of this Article IV, no Underwriter shall be
          required to contribute any amount in excess of the amount
          by which the total price at which the Securities
          underwritten by it and distributed to the public were
          offered to the public exceeds the amount of any damages
          which such Underwriter has otherwise been required to pay
          by reason of such untrue or alleged untrue statement or
          omission or alleged omission, and Shareholder shall not
          be required to contribute any amount in excess of the
          amount by which the net proceeds of the offering (before
          deducting expenses) received by Shareholder exceeds the
          amount of any damages which Shareholder 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 1933 Act) shall be
          entitled to contribution from any Person who was not
          guilty of such fraudulent misrepresentation.

                                  ARTICLE V

                                MISCELLANEOUS

                    5.1.  Participation in Underwritten
                          _____________________________
          Registrations.  No Person may participate in any
          _____________
          underwritten registered offering contemplated hereunder
          unless such Person (a) agrees to sell its securities on
          the basis provided in any underwriting arrangements
          approved by the Persons entitled hereunder to approve
          such arrangements and (b) completes and executes all
          questionnaires, powers of attorney, underwriting
          agreements and other documents reasonably required under
          the terms of such underwriting arrangements and these
          Registration Rights.

                    5.2.  Rule 144.  The Company covenants that it
                          ________
          will file any reports required to be filed by it under
          the 1933 Act and the 1934 Act and that it will take such
          further action as Shareholder may reasonably request to
          the extent required from time to time to enable
          Shareholder to sell Registrable Securities without
          registration under the 1933 Act within the limitation of
          the exemptions provided by Rule 144 under the 1933 Act,
          as such Rule may be amended from time to time, or any
          similar rule or regulation hereafter adopted by the
          Commission.  Upon the request of Shareholder, the Company
          will deliver to Shareholder a written statement as to
          whether it has complied with such reporting requirements.

                    5.3.  Holdback Agreements.  Shareholder agrees
                          ___________________
          not to offer, sell, contract to sell or otherwise dispose
          of any Registrable Securities, or any securities
          convertible into or exchangeable or exercisable for such
          securities, including any sale pursuant to Rule 144 under
          the 1933 Act, during the 14 days prior to, and during the
          90-day period beginning on, the effective date of a
          registration statement for any shares of Common Stock or
          Preferred Stock.

                    5.4.  Transfer of Registration Rights.  None of
                          _______________________________
          the rights of Shareholder under this Agreement shall be
          assignable by Shareholder, except to "Permitted
          Transferees" as defined under the Articles of
          Incorporation of Adonis.

                    5.5.  Notices.  All notices, requests and other
                          _______
          communications to either party hereunder shall be in
          writing (including telecopy or similar writing) and shall
          be given,

                    if to the Company, to:

                         Butterfly, Inc.
                         c/o Aetna Life and Casualty Company
                         151 Farmington Avenue
                         Hartford, CT 06156-7505
                         Telecopier: 860-549-6755
                         Attention:  Richard L. Huber
                                     Vice Chairman

                    and

                         Butterfly, Inc.
                         c/o U.S. Healthcare, Inc.
                         980 Jolly Road
                         P.O. Box 1109
                         Blue Bell, PA 19422
                         Telecopier: 215-283-6401
                         Attention:  David Simon

                    with a copy to:

                         David L. Caplan
                         Davis Polk & Wardwell
                         450 Lexington Avenue
                         New York, New York  10017
                         Telecopy:  (212) 450-4800

                    if to Shareholder, to:

                         Leonard Abramson
                         c/o U.S. Healthcare, Inc.
                         980 Jolly Road
                         P.O. Box 1109
                         Blue Bell, PA 19422
                         Telecopier: 215-283-6858

                    with a copy to:
           
                         Howard S. Godwin, Jr.
                         Brown & Wood
                         One World Trade Center
                         New York, New York  10048
                         Telecopy: (212) 839-5599

          or such other address or telecopier number as such party
          may hereafter specify for the purpose by notice to the
          other party hereto.  Each such notice, request or other
          communication shall be effective when delivered at the
          address specified in this Section 5.5.

                    5.6.  Amendments; No Waivers.
                          ______________________

                    (a)  Any provision of this Agreement may be
          amended or waived if, and only if, such amendment or
          waiver is in writing and signed, in the case of an
          amendment, by Shareholder and the Company, or in the case
          of a waiver, by the party against whom the waiver is to
          be effective.

                    (b)  No failure or delay by any party in
          exercising any right, power or privilege hereunder shall
          operate as a waiver thereof nor shall any single or
          partial exercise thereof preclude any other or future
          exercise thereof or the exercise of any other right,
          power or privilege.  The rights and remedies herein
          provided shall be cumulative and not exclusive of any
          rights or remedies provided by law.

                    5.7.  Successors and Assigns.  The provisions
                          ______________________
          of this Agreement shall be binding upon and inure to the
          benefit of the parties hereto and their respective
          successors and assigns.  Neither this Agreement nor any
          provision hereof is intended to confer upon any Person
          other than the parties hereto any rights or remedies
          hereunder.

                    5.8.  Counterparts; Effectiveness.  This
                          ___________________________
          Agreement may be signed in any number of counterparts,
          each of which shall be an original, with the same effect
          as if the signatures thereto and hereto were upon the
          same instrument.  This Agreement shall become effective
          when each party hereto shall have received a counterpart
          hereof signed by the other party hereto.

                    5.9.  Entire Agreement.  This Agreement
                          ________________
          constitutes the entire agreement between the parties with
          respect to the subject matter hereof and supersede all
          prior agreements, understandings and negotiations, both
          written and oral, between the parties with respect
          thereto.  No representation, inducement, promise,
          understanding, condition or warranty not set forth herein
          or therein has been made or relied upon by any of the
          parties hereto.

                    5.10.  Governing Law.  This Agreement shall be
                           _____________
          construed in accordance with and governed by the laws of
          the State of New York, without regard to the conflicts of
          law rules of such state.

                    IN WITNESS WHEREOF, the parties hereto have
          caused this Agreement to be duly executed as of the day
          and year first above written.

                                        BUTTERFLY, INC.

                                        By:    /s/ Richard Huber 
                                        ________________________
                                        Name:   Richard Huber
                                        Title:  Vice President

                                        /s/ Leonard Abramson   
                                        ____________________
                                        LEONARD ABRAMSON



