REGISTRATION RIGHTS AGREEMENT

EXHIBIT 99.2

REGISTRATION RIGHTS AGREEMENT
-----------------------------


This Registration Rights Agreement (this "Agreement") is executed as of
July 12, 1996 by Bay Apartment Communities, Inc., a Maryland corporation (the
"Company") and the persons listed on APPENDIX A (which persons are defined in
Section 15 hereof) (each a "Holder" and collectively, the "Holders"). Unless
otherwise defined, all capitalized terms used herein shall have the meanings
ascribed to such terms in the Agreement of Limited Partnership of Bay
Countrybrook, L.P. (the "Limited Partnership Agreement"), dated July 12, 1996,
by and between the Holders, the Company and Bay GP, Inc., a Maryland corporation
(the "General Partner").

WHEREAS, the Holders are to receive or own units of limited partnership
interests ("Limited Partnership Units") in Bay Countrybrook L.P., a Delaware
limited partnership (the "Partnership") which may be exchanged for shares of the
Company's common stock, $.01 par value ("Common Stock"), issued without
registration under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to the terms of the Limited Partnership Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein and in the Limited Partnership Agreement, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Bay
and each Holder hereby agree as follows:

1. (a) SHELF REGISTRATION. Within forty-five (45) days following the first
date with respect to which a Holder receives Registrable Shares following an
exchange of Limited Partnership Units pursuant to the terms of Section 8.5.B of
the Limited Partnership Agreement, the Company shall file a registration
statement (a "Shelf Registration Statement") under Rule 415 under the Securities
Act relating to the sale by such Holders of their Registrable Shares in
accordance with the terms hereof. As used in this Agreement, the term
"Registrable Shares" means shares of Common Stock to be issued or issued to the
Holders in exchange for their Limited Partnership Units pursuant to the terms of
the Limited Partnership Agreement, excluding (A) Common Stock for which a
Registration Statement relating to the sale thereof shall have become effective
under the Securities Act and which have been disposed of under such Registration
Statement or (B) Common Stock sold by the Holder pursuant to Rule 144 under the
Securities Act. The Company shall use its best efforts to cause such Shelf
Registration Statement to be declared effective by the Securities and Exchange
Commission (the "SEC") as soon as practicable for the total number of
Registrable Shares that the Company could be requested to register if all of the
Limited Partnership Units were exchanged for the Company's Common Stock. The
Company agrees to use its best efforts to keep the Shelf Registration Statement
continuously effective until the earliest of (a) following such time as all
Limited Partnership Units have been exchanged into Registrable Shares or have
been redeemed for cash pursuant to Article 8.5.A of Limited Partnership
Agreement, one year after the date on which all outstanding Registrable Shares
may at such time be sold by the Holders pursuant to Rule 144 promulgated under
the Securities Act or (b) April 1, 2003. The



Company shall not be required to file and effect more than one Shelf
Registration Statement pursuant to this Section 1(a). If the Company fails for
any reason to file a Shelf Registration Statement pursuant to this Section 1(a)
or if a Shelf Registration Statement or Issuance Registration Statement (as
defined below) is not effective and current within forty-five (45) days
following the date in which any Holder receives Registrable Shares from the
Company following an exchange of Limited Partnership Units (pursuant to the
terms of Section 8.5.B of the Limited Partnership Agreement), the Company shall,
upon such Holder's request, redeem such Holder's Registrable Shares for the Cash
Amount in the manner and with the consequences described in Section 8.5.A of the
Limited Partnership Agreement.

(b) REGISTRATION STATEMENT COVERING ISSUANCE OF COMMON STOCK. In lieu of
the registration rights set forth in Section 1(a) above, the Company may, in its
sole discretion, prior to the first date upon which the Limited Partnership
Units issued pursuant to the Limited Partnership Agreement held by the Holders
may be exchanged for shares of Common Stock (or such other date as may be
required under applicable provisions of the Securities Act) file a registration
statement (the "Issuance Registration Statement") under Rule 415 under the
Securities Act relating to the issuance to Holders of shares of Common Stock in
exchange for such Limited Partnership Units. Thereupon, the Company shall use
reasonable efforts to cause such Issuance Registration Statement to be declared
effective by the SEC for all shares of Common Stock covered thereby. The Company
agrees to use its best efforts to keep the Issuance Registration Statement
continuously effective until April 1, 2003. Any Shelf Registration Statement or
Issuance Registration Statement are sometimes referred to as a "Registration
Statement."

(c) CASH OPTION IN LIEU OF REGISTRATION RIGHTS. In lieu of the registration
rights set forth in Section 1(a) and 1(b) above, the Company may elect to
satisfy any Exchange Right (including any call by Bay pursuant to Section 8.6 of
the Limited Partnership Agreement) by electing the Cash Option pursuant to
Section 8.5.A of the Limited Partnership Agreement and making payment pursuant
to such option in the manner and with the consequences described in Section
8.5.A of the Limited Partnership Agreement within forty-five (45) days of the
date of the Specified Exchange Date with respect to the exercise of any Exchange
Right.


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2. Registration Procedures.
-----------------------

(a) The Company shall notify each Holder of the effectiveness of the
Registration Statement and shall furnish to each Holder such number of copies of
the Registration Statement (including any amendments, supplements and exhibits),
the prospectus contained therein (including each preliminary prospectus), any
documents incorporated by reference in the Registration Statement and such other
documents as the Holder may reasonably request in order to facilitate its sale
of the Registrable Shares in the manner described in the Registration Statement.

(b) The Company shall prepare and file with the SEC from time to time such
amendments and supplements to the Registration Statement and prospectus used in
connection therewith as may be necessary to keep the Registration Statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all the Registrable Shares until the earlier of (i) such
time as all of the Registrable Shares have been disposed of in accordance with
the intended methods of disposition by the Holders as set forth in the
Registration Statement or (ii) the date on which the Registration Statement
ceases to be effective in accordance with the terms of Sections 1(a) or (b).
Upon twenty (20) business days' notice, the Company shall file any supplement or
post-effective amendment to the Registration Statement with respect to such
Holder's interests in or plan of distribution of Registrable Shares that is
reasonably necessary to permit the sale of the Holder's Registrable Shares
pursuant to the Registration Statement and the Company shall file any necessary
listing applications or amendments to the existing applications to cause the
shares to be then listed or quoted on the primary exchange or quotation system
on which the Common Stock is then listed or quoted.

(c) The Company shall promptly notify each Holder of, and confirm in
writing, any request by the SEC for amendments or supplements to the
Registration Statement or the prospectus related thereto or for additional
information. In addition, the Company shall promptly notify each Holder of, and
confirm in writing, the filing of the Registration Statement, any prospectus
supplement related thereto or any post-effective amendment to the Registration
Statement and the effectiveness of any post-effective amendment.

(d) The Company shall immediately notify each Holder, at any time when a
prospectus relating to the Registration Statement is required to be delivered
under the Securities Act, of the happening of any event as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits 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. In such
event and subject to paragraph 7 of this Agreement, the Company shall promptly
prepare and furnish to each Holder with a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of Registrable Shares, such prospectus
shall not include an untrue statement of a

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material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they are made, not misleading.

3. STATE SECURITIES LAWS. Subject to the conditions set forth in this
Agreement, the Company shall, promptly upon the filing of a Registration
Statement including Registrable Shares, file such documents as may be necessary
to register or qualify the Registrable Shares under the securities or "Blue Sky"
laws of such states as any Holder of Registrable Shares may reasonably request,
and the Company shall use its best efforts to cause such filings to become
effective; PROVIDED, HOWEVER, that the Company shall not be obligated to qualify
as a foreign corporation to do business under the laws of any such state in
which it is not then qualified or to file any general consent to service of
process in any such state. The Company shall promptly notify each Holder of, and
confirm in writing, the receipt by the Company of any notification with respect
to the suspension of the qualification of the Registrable Shares for sale under
the securities or "Blue Sky" laws of any jurisdiction or the initiation or
threat of any proceeding for such purpose.

4. EXPENSES. The Company shall bear all expenses incurred in connection
with the registration of the Registrable Shares pursuant to Sections 1(a) or (b)
of this Agreement. Such expenses shall include, without limitation, all
printing, legal and accounting expenses incurred by the Company and all
registration and filing fees imposed by the SEC, any state securities commission
or the New York Stock Exchange or, if the Common Stock is not then listed on the
New York Stock Exchange, the principal national securities exchange or national
market system on which the Common Stock is then traded or quoted; PROVIDED,
HOWEVER, that Holders of Registrable Shares shall be responsible for any
brokerage or underwriting commissions and taxes of any kind (including, without
limitation, transfer taxes) with respect to any disposition, sale or transfer of
Registrable Shares and for any legal, accounting and other expenses incurred by
them.

5. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify each
of the Holders and their respective officers, directors, employees, agents,
representatives and affiliates, and each person or entity, if any, that controls
a Holder within the meaning of the Securities Act, and each other person or
entity, if any, subject to liability because of his, her or its connection with
a Holder, and any underwriter and any person who controls the underwriter within
the meaning of the Securities Act (an "Indemnitee") against any and all losses,
claims, damages, actions, liabilities, costs and expenses (including without
limitation reasonable attorneys' fees, expenses and disbursements documented in
writing), joint or several, arising out of or based upon any untrue or alleged
untrue statement of material fact contained in the Registration Statement or any
prospectus contained therein, or any omission or alleged omission to state
therein a 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, except insofar as and to the extent that such statement or
omission arose out of or was based upon information regarding the Indemnitee or
its plan of distribution which was furnished to the Company by the Indemnitee
for use therein, provided, further that the

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Company shall not be liable to any person who participates as an underwriter in
the offering or sale of Registrable Shares or any other person, if any, who
controls such underwriter within the meaning of the Securities Act, in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon (i) an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with information furnished to the Company for use in connection with
the Registration Statement or the prospectus contained therein by such
Indemnitee or (ii) such Indemnitee's failure to send or give a copy of the final
prospectus furnished to it by the Company at or prior to the time such action is
required by the Securities Act to the person claiming an untrue statement or
alleged untrue statement or omission or alleged omission if such statement or
omission was corrected in such final prospectus.

6. COVENANTS OF HOLDERS. Each of the Holders hereby agrees (a) to
cooperate with the Company and to furnish to the Company all such information in
connection with the preparation of the Registration Statement and any filings
with any state securities commissions as the Company may reasonably request, (b)
to deliver or cause delivery of the prospectus contained in the Registration
Statement to any purchaser of the shares covered by the Registration Statement
from the Holder, (c) to notify the Company of any sale of Registrable Securities
by such Holder, and (d) to indemnify the Company, its officers, directors,
employees, agents, representatives and affiliates, and each person, if any, who
controls the Company within the meaning of the Securities Act, and each other
person, if any, subject to liability because of his connection with the Company,
against any and all losses, claims, damages, actions, liabilities, costs and
expenses arising out of or based upon (i) any untrue statement or alleged untrue
statement of material fact contained in either the Registration Statement or the
prospectus contained therein, or any omission or alleged omission to state
therein a 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, if and to the extent that such statement or omission arose out
of or was based upon written information regarding the Holder or its plan of
distribution which was furnished to the Company by the Holder expressly for use
therein, or (ii) the failure by the Holder to deliver or cause to be delivered
the prospectus contained in the Registration Statement (as amended or
supplemented, if applicable) furnished by the Company to the Holder to any
purchaser of the shares covered by the Registration Statement from the Holder.
Notwithstanding the foregoing, (i) in no event will a Holder have any obligation
under this Section 6 for amounts the Company pays in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder (which consent shall not be unreasonably withheld) and
(ii) the total amount for which a Holder shall be liable under this Section 6
shall not in any event exceed the aggregate proceeds received by him, her or it
from the sale of the Holder's Registrable Shares in such registration.


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7. Suspension of Registration Requirement.
--------------------------------------

(a) The Company shall promptly notify each Holder of, and confirm in
writing, the issuance by the SEC of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose. The Company shall use its best reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of the Registration
Statement at the earliest possible moment.

(b) Notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligation under this Agreement to use its best efforts
to cause the Registration Statement and any filings with any state securities
commission to be made or to become effective or to amend or supplement the
Registration Statement shall be suspended in the event and during such period
pending negotiations relating to, or consummation of, a transaction or the
occurrence of an event that would require additional disclosure of material
information by the Company in the Registration Statement or such filing, as to
which the Company has a bona fide business purpose for preserving
confidentiality or which renders the Company unable to comply with SEC
requirements (such circumstances being hereinafter referred to as a "Suspension
Event") that would make it impractical or unadvisable to cause the Registration
Statement or such filings to be made or to become effective or to amend or
supplement the Registration Statement, but such suspension shall continue only
for so long as such event or its effect is continuing but in no event will that
suspension exceed 60 days. The Company agrees not to exercise the rights set
forth in this Section 7(b) more than twice in any twelve month period. The
Company shall notify the Holder of the existence of any Suspension Event.

(c) Each Holder whose Registrable Shares are covered by a Registration
Statement filed pursuant to Sections 1(a) or (b) hereof agrees, if requested by
the Company in the case of a nonunderwritten offering (a "Nonunderwritten
Offering") or if requested by the managing underwriter or underwriters in an
underwritten offering (an "Underwritten Offering," collectively with
Nonunderwritten Offering, the "Offering"), not to effect any public sale or
distribution of any of the securities of the Company of any class included in
such Offering, including a sale pursuant to Rule 144 or Rule 144A under the
Securities Act (except as part of such Underwritten Offering), during the 15-day
period prior to, and during the 90-day period beginning on, the date of pricing
of each Offering, to the extent timely notified in writing by the Company or the
managing underwriters; provided, however, the provisions of this Section 7(c)
shall not apply to the extent that the limitations of this Section 7(c) do not
apply to each of the directors and to each of the officers of Bay.

8. BLACK-OUT PERIOD. Following the effectiveness of the Registration
Statement and the filings with any state securities commissions, the Holders
agree that they will not effect any sales of the Registrable Shares pursuant to
the Registration Statement or any such filings at any time after they have
received notice from the Company to suspend sales as a result of the occurrence
or existence of any Suspension Event, during any Offering or so that the Company
may correct or update the Registration Statement or such filing pursuant to
Section 2(c) or 2(d). The Holder may recommence effecting sales of the
Registrable Shares

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pursuant to the Registration Statement or such filings following further notice
to such effect from the Company, which notice shall be given by the Company as
soon as practicable but in no event later than five (5) days after the
conclusion of any such Suspension Event or Offering.

9. ADDITIONAL SHARES. The Company, at its option, may register, under
any registration statement and any filings with any state securities commissions
filed pursuant to this Agreement, any number of unissued shares of Common Stock
or any shares of Common Stock owned by any other shareholder or shareholders of
the Company.

10. CONTRIBUTION. If the indemnification provided for in Sections 5 and
6 is unavailable to an indemnified party with respect to any losses, claims,
damages, actions, liabilities, costs or expenses referred to therein or is
insufficient to hold the indemnified party harmless as contemplated therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, actions, liabilities, costs or expenses
in such proportion as is appropriate to reflect the relative fault of the
Company, on the one hand, and the Holder, on the other hand, in connection with
the statements or omissions which resulted in such losses, claims, damages,
actions, liabilities, costs or expenses as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Holder, on the other hand, shall be determined by reference to, among other
factors, whether the untrue or alleged untrue statement of a material fact or
omission to state a material fact relates to information supplied by the Company
or in writing by the Holder and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission;
PROVIDED, HOWEVER, that in no event shall the obligation of any indemnifying
party to contribute under this Section 10 exceed the amount that such
indemnifying party would have been obligated to pay by way of indemnification if
the indemnification provided for under Sections 5 or 6 hereof had been available
under the circumstances.

The Company and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 10 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.

No indemnified party guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any indemnifying party who was not guilty of such fraudulent
misrepresentation.

11. NO OTHER OBLIGATION TO REGISTER. Except as otherwise expressly
provided in this Agreement, the Company shall have no obligation to the Holders
to register the Registrable Shares or any of the outstanding Limited Partnership
Units under the Securities Act.


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12. AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented without the prior written consent of the
Company and Holders holding in excess of fifty percent (50%) in interest of the
sum of the Limited Partnership Units and the Registrable Shares outstanding.

13. NOTICES. Except as set forth below, all notices and other
communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by telex,
registered or certified mail (return receipt requested), postage prepaid or
courier or overnight delivery service to the Company at the following address
and to the Holder at the address set forth on his, her or its signature page to
this Agreement (or at such other address for any party as shall be specified by
like notice, provided that notices of a change of address shall be effective
only upon receipt thereof), and further provided that in case of directions to
amend the Registration Statement pursuant to Section 2(b) or Section 6, a Holder
must confirm such notice in writing by overnight express delivery with
confirmation of receipt:

If to the Company: Bay Apartment Communities, Inc.
4340 Stevens Creek Blvd., Suite 275
San Jose, CA 95219
Attn: Geoffrey L. Baker
Fax: (408) 984-7060

With a copy to: Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
Attn: Gilbert G. Menna, P.C.
Fax: (617) 523-1231

In addition to the manner of notice permitted above, notices given pursuant to
Sections 1, 7 and 8 hereof may be effected telephonically and confirmed in
writing thereafter in the manner described above.

14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the Company. This
Agreement may not be assigned by any Holder and any attempted assignment hereof
by any Holder will be void and of no effect and shall terminate all obligations
of the Company hereunder with respect to such Holder, PROVIDED, HOWEVER, that
any assignment by the Initial Limited Partners to a Holder (as defined below)
shall not constitute an "assignment" pursuant to this Section 14.

15. DEFINITION OF "HOLDERS" OR A "HOLDER". "Holders" or a "Holder"
under this Registration Rights Agreement shall include (i) any Limited Partner,
(ii) any Substituted Limited Partner, (iii) any Qualified Assignee and (iv) any
Family Members who receive Limited Partnership Units pursuant to the terms of
Section 11.3 of the Limited Partnership Agreement. APPENDIX A to this Agreement
shall list the Holders and shall be amended from

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time to time by the General Partner in accordance with the terms of this
Agreement and the Limited Partnership Agreement to reflect any additional
Holders.

16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

17. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland applicable to contracts made
and to be performed wholly within said State.

18. SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

19. ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be the complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein, with respect to such subject matter. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

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IN WITNESS WHEREOF, this Registration Rights Agreement is executed as of
the date first written above.


BAY APARTMENT COMMUNITIES, INC.



----------------------------------------
Name:
Title:


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APPENDIX A
----------

Registration Rights Agreement
-----------------------------

Thomas S. Zocco Frank B. Falvey
17 Old Colony Drive Falvey Steel Castings
Shrewsburgh, MA 01545 P.O. Box 261
Braintree, MA 02185

Frayda & Aaron Galvin Nancy Slater Kupchan-Sonis
130 Mt. Auburn St. #105 293 Goddard Avenue
Cambridge, MA 02138 Brookline, MA 02146

James B. Driscoll Albert J. Sandler
87 Indian Spring Road 2 Commonwealth Ave. #15A
Milton, MA 02186 Boston, MA 02116

Joseph Giuffrida John F. Cogan, Jr.
22 Crestwood Road 60 State Street, 25th Floor
Marblehead, MA 01945 Boston, MA 02109

Leo M. Klein Edward B. Murphy Jr., M.D.
4319 Bocaire Blvd. 230 Mt. Vernon Street
Boca Raton, FL 33487 West Newton, MA 02165-2519

Arthur H. Klein Trust Henry A. Blyth
Arthur H. Klein, Trustee 100 S. Collier #808
4595 Bocaire Blvd. Marco Island, FL 33737
Boca Raton, FL 33487

Leeventure Realty Trust John F. & Ellen C. Miller
c/o Arthur Klein J.T.W.R.O.S.
4595 Bocaire Blvd. P.O. Box 24022
Boca Raton, FL 33487 San Francisco, CA 94214

RFG Associates Mark K. Marr
Frank M. Resnek, Esq. 19 Father Carney Dr.
57 Wells Avenue Milton, MA 02186
Newton, MA 02159

Roger A. Swanson Carl S. Sloane
6 Thomas Jefferson Drive Sargent Road
Warren, NJ 07060 Marblehead, MA 01945



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Robert L. Marr David and Linda Clements, JTWROS
Marr Scaffolding Company Arthur Anderson & Co.
One D. Street 333 W. San Carlos St., #1500
S. Boston, MA 02127 San Jose, CA 95110-2728

Majid J. I. Buyuk, M.D. Peter Chickering
540 North Woodstock Road P.O. Box 181
Southbridge, MA 01550 Suncook, NH 03275

Logan Clarke, III Marshall A. Freedman, M.D.
11 Wolfe Hill Road 265 South Elm St.
East Sandwich, MA 02563 Denver, CO 80222

Dwight L. Fullerton Jacob S. Kamborian
975 South High Street International Shoe Machine Co.
Columbus, OH 43206 Simon & Ledge Street
Nashua, NH 03060

J.F. White Contracting Company Martin H. Reiss I/Trust
Philip Bonanno c/o GRK & B
One Gateway Center 306 Main Street
Newton, MA 02158 Worchester, MA 01615-0034

Richard M. Bennett Rhea E. Reiss I/Trust
Brown & Brown, CPAS c/o GRK & B
90 Canal Street, 4th Floor 306 Main Street
Boston, MA 02114-2002 Worchester, MA 01615-0034

Reynolds Revocable Trust Robert F. Kibble, Paragon Partners
J.M. Reynolds, Esq., c/o N.A. Mgt Building Two, Suite 190
10 Post Office Square, Suite 300 3000 Sand Hill Road
Boston, MA 02109 Menlo Park, CA 94025

Norman H. Ruecker Trustee/George O. Fontaine, Jr.
37 Mahogany Drive Bank of New England West. N.A.
San Rafael, CA 94903 Acct. No. 3-22490-54
P.O. Box 9003
Springfield, MA 01101

Norman Berner Dr. Peter A. Pizzarello
Millbern Associates, Inc. 868 Admiral Street
2 Mack Road Providence, RI 02904
Woburn, MA 01801


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Dr. Stanley J. Stutz James J. Glynn
868 Admiral Street 203 Melbury Road
Providence, RI 02904 Babylon, NY 11702-3309

William J. Jacobs Raymond B. Shlora
115 Central Park West One Woodside Lande
New York, NY 10023 Rye, NY 10580

Thomas R. Elmblad
250 S. Peak Road
Boulder, CO 80302

Donald H. Tishman
261 Hyde Park Estates
Santa Fe, New Mexico 87501

Dr. Thomas Shelton Powers
c/o David R. Owens
Owens & Cain
1111 Civic Drive, Suite 215
Walnut Creek, CA 94596

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