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                                                                     EXHIBIT 4.2



                                  $150,000,000

                              BRAND SERVICES, INC.

                     12% SENIOR SUBORDINATED NOTES DUE 2012

                          REGISTRATION RIGHTS AGREEMENT


                                                                October 16, 2002

Credit Suisse First Boston Corporation
J.P. Morgan Securities Inc.
c/o  Credit Suisse First Boston Corporation
     Eleven Madison Avenue
     New York, New York 10010-3629

Dear Sirs:

         Brand Services, Inc., a Delaware corporation (the "ISSUER"), proposes
to issue and sell to Credit Suisse First Boston Corporation ("CSFB") and J.P.
Morgan Securities Inc. ("JPMORGAN" and collectively with CSFB, the "INITIAL
PURCHASERS"), upon the terms set forth in a purchase agreement of even date
herewith (the "PURCHASE AGREEMENT"), $150,000,000 aggregate principal amount of
its 12% Senior Subordinated Notes due 2012 (the "INITIAL SECURITIES") to be
guaranteed (the "GUARANTIES") by Brand Intermediate Holdings, Inc. (the "PARENT
GUARANTOR") and the guarantors listed on the signature page hereto (together
with the Parent Guarantor, the "GUARANTORS," and, collectively with the Issuer,
the "COMPANY"). The Initial Securities will be issued pursuant to an Indenture,
dated as of October 16, 2002 (the "INDENTURE"), among the Company, the
Guarantors named therein and The Bank of New York Trust Company of Florida,
N.A., as trustee (the "TRUSTEE"). As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company agrees with the Initial
Purchasers, for the benefit of the Initial Purchasers, the holders of the
Securities (as defined below) (collectively the "HOLDERS") and the Market-Maker
(as defined below) as follows:

         1. Registered Exchange Offer. Unless not permitted by applicable law or
any applicable interpretation by the staff of the Securities and Exchange
Commission (the "COMMISSION") (after the Company has complied with the ultimate
paragraph of this Section 1), the Company shall prepare and, not later than 90
days (such 90th day being an "EXCHANGE OFFER FILING DEADLINE") after the date on
which the Initial Purchasers purchase the Initial Securities pursuant to the
Purchase Agreement (the "CLOSING DATE"), file with the Commission a registration
statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with
respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of
Transfer Restricted Securities (as defined in Section 7 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act (the "EXCHANGE
SECURITIES"). The Company shall use its reasonable best efforts to (i) cause
such Exchange Offer Registration Statement to become effective under the
Securities Act within 180 days after the Closing Date (such 180th day being the
"EXCHANGE OFFER EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer
Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date notice of the Registered Exchange
Offer is mailed to the Holders (such period being called the "EXCHANGE OFFER
REGISTRATION PERIOD").

         If the Company commences the Registered Exchange Offer, the Company (i)
shall be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided, however, that the Company has accepted all the Initial
Securities theretofore validly tendered in accordance with the terms of the
Registered Exchange Offer) and (ii) shall be required to consummate the
Registered Exchange Offer no later than 40 days after the date on which the
Exchange Offer Registration Statement is declared effective (such 40th day being
the "CONSUMMATION DEADLINE").

         Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such



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                                                                               2

Registered Exchange Offer to enable each Holder of Transfer Restricted
Securities electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the meaning
of the Securities Act, acquires the Exchange Securities in the ordinary course
of such Holder's business and has no arrangements with any person to participate
in the distribution of the Exchange Securities and is not prohibited by any law
or policy of the Commission from participating in the Registered Exchange Offer)
to trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.

         The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale. All
references in this Agreement to "prospectus" shall, except when the context
otherwise requires, include any prospectus (or amendment or supplement thereto)
filed with the Commission pursuant to Section 4 of this Agreement.

         The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days and the date on which all Exchanging Dealers and
the Initial Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 180-days after the consummation of the
Registered Exchange Offer.

         If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "SECURITIES".

         In connection with the Registered Exchange Offer, the Company shall:

                  (a) mail to each Holder a copy of the prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b) keep the Registered Exchange Offer open for not less than
         30 days (or longer, if required by applicable law) after the date
         notice thereof is mailed to the Holders;

                  (c) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York, which may be the Trustee or an affiliate of the Trustee;

                  (d) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last business day
         on which the Registered Exchange Offer shall remain open; and

                  (e) otherwise comply with all applicable laws.



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         As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

                  (x) accept for exchange all the Securities validly tendered
         and not withdrawn pursuant to the Registered Exchange Offer and the
         Private Exchange;

                  (y) deliver to the Trustee for cancellation all the Initial
         Securities so accepted for exchange; and

                  (z) cause the Trustee to authenticate and deliver promptly to
         each Holder of the Initial Securities, Exchange Securities or Private
         Exchange Securities, as the case may be, equal in principal amount to
         the Initial Securities of such Holder so accepted for exchange.

         The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

         Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

         Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

         If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other actions as
may be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (i) participating in
telephonic conferences with the Commission, (ii) delivering to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that the Registered
Exchange Offer should be permitted and (iii) diligently pursuing a resolution
(which need not be favorable) by the Commission staff.

         2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
220th day after the Closing Date, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered





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                                                                               4


Exchange Offer and held by it following consummation of the Registered Exchange
Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to
participate in the Registered Exchange Offer or, in the case of any Holder
(other than an Exchanging Dealer) that participates in the Registered Exchange
Offer, such Holder does not receive freely tradeable Exchange Securities on the
date of the exchange and any such Holder so requests, the Company shall take the
following actions (the date on which any of the conditions described in the
foregoing clauses (i) through (iv) occur, including in the case of clauses (iii)
or (iv) the receipt of the required notice, being a "TRIGGER DATE"):

                  (a) The Company shall promptly (but in no event more than 45
         days after the Trigger Date (such 45th day being the "SHELF FILING
         DEADLINE" and, together with the Exchange Offer Filing Deadline, the
         "FILING DEADLINE")) file with the Commission and (x) in the case of
         clause (i) above, thereafter use its reasonable best efforts to cause
         to be declared effective no later than the Exchange Offer Effectiveness
         Deadline and (y) in the case of clauses (ii) through (iv) above,
         thereafter use its reasonable best efforts to cause to be declared
         effective no later than the 60th day after the Shelf Filing Deadline
         (such 60th day being the "SHELF REGISTRATION STATEMENT EFFECTIVENESS
         DEADLINE" and, together with the Exchange Offer Effectiveness Deadline,
         an "EFFECTIVENESS DEADLINE"), a registration statement, including any
         amendment (pre- or post-effective) or supplement thereto (the "SHELF
         REGISTRATION STATEMENT" and, together with the Exchange Offer
         Registration Statement and any Market-Making Registration Statement (as
         defined below), a "REGISTRATION STATEMENT") on an appropriate form
         under the Securities Act relating to the offer and sale of the Transfer
         Restricted Securities by the Holders thereof from time to time in
         accordance with the methods of distribution set forth in the Shelf
         Registration Statement and Rule 415 under the Securities Act
         (hereinafter, the "SHELF REGISTRATION"); provided, however, that no
         Holder (other than an Initial Purchaser) shall be entitled to have the
         Securities held by it covered by such Shelf Registration Statement
         unless such Holder agrees in writing to be bound by all the provisions
         of this Agreement applicable to such Holder.

                  (b) Not less than 30 days prior to the Effective Time, mail
         the Notice and Questionnaire to the holders of Transfer Restricted
         Securities; no Holder shall be entitled to be named as a selling
         securityholder in the Shelf Registration Statement as of the Effective
         Time, and no Holder shall be entitled to use the prospectus forming a
         part thereof for resales of Transfer Restricted Securities at any time,
         unless such Holder has returned a completed and signed Notice and
         Questionnaire to the Company by the deadline for response set forth
         therein; provided, however, Holders of Transfer Restricted Securities
         shall have at least 28 days from the date on which the Notice and
         Questionnaire is first mailed to such Holders to return a completed and
         signed Notice and Questionnaire to the Company.

                  (c) After the Effective Time, upon the request of any Holder
         of Transfer Restricted Securities that is not then an Electing Holder,
         promptly send a Notice and Questionnaire to such Holder; provided,
         however, that the Company shall not be required to take any action to
         name such Holder as a selling securityholder in the Shelf Registration
         Statement or to enable such Holder to use the prospectus forming a part
         thereof for resales of Transfer Restricted Securities until such Holder
         has returned a completed and signed Notice and Questionnaire to the
         Company.

                  (d) As soon as practicable prepare and file with the
         Commission such amendments and supplements to such Shelf Registration
         Statement and the prospectus included therein as may be reasonably
         necessary to effect and maintain the effectiveness of such Shelf
         Registration Statement for the benefit of all Electing Holders for the
         period specified in Section 2(e) hereof and as may be required by the
         applicable rules and regulations of the Commission and the instructions
         to the form of such Shelf Registration Statement, and, if required,
         cause any such amendments to be declared effective by the Commission,
         and furnish to each of the Electing Holders such copies as each
         Electing Holder may reasonably request of any such supplement or
         amendment simultaneously with or prior to its being used or filed with
         the Commission.

                  (e) The Company shall use its reasonable best efforts to keep
         the Shelf Registration Statement continuously effective in order to
         permit the prospectus included therein to be lawfully delivered by the
         Holders of the relevant Securities, for a period of two years (or for
         such longer period if extended pursuant to Section 3(j) below) from the
         date of its effectiveness or such shorter period that will terminate
         when all the Securities covered by the Shelf Registration Statement (i)
         have been sold pursuant thereto or (ii) are no longer restricted
         securities (as defined in Rule 144 under the Securities Act, or any
         successor rule thereof). The Company shall be deemed not to have used
         its reasonable best efforts to keep the Shelf Registration Statement
         effective during the requisite period if it voluntarily takes any
         action that would result in Holders




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                                                                               5


         of Securities covered thereby not being able to offer and sell such
         Securities during that period, unless such action is required by
         applicable law.

                  (f) Notwithstanding any other provisions of this Agreement to
         the contrary, the Company shall cause the Shelf Registration Statement
         and the related prospectus and any amendment or supplement thereto, as
         of each effective date of the Shelf Registration Statement, amendment
         or supplement, (i) to comply in all material respects with the
         applicable requirements of the Securities Act and the rules and
         regulations of the Commission and (ii) not to contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading.

                  (g) For purposes of this Agreement, the following terms shall
         have following respective meanings:

                  "Effective Time" with respect to a Shelf Registration
         Statement shall mean the time and date as of which the Commission
         declares the Shelf Registration Statement effective or as of which the
         Shelf Registration Statement otherwise become effective.

                  "Electing Holder" shall mean any Holder of Transfer Restricted
         Securities that has returned a completed and signed Notice and
         Questionnaire to the Company in accordance with Section 2(b) hereof.

                  "Notice and Questionnaire" means a Selling Securityholder
         Notice and Questionnaire substantially in the form of Exhibit A
         attached hereto.

         3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

                  (a) The Company shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and, in the event that an
         Initial Purchaser (with respect to any portion of an unsold allotment
         from the original offering) is participating in the Registered Exchange
         Offer or the Shelf Registration Statement, the Company shall use its
         reasonable best efforts to reflect in each such document, when so filed
         with the Commission, such comments as such Initial Purchaser reasonably
         may propose; (ii) include the information set forth in Annex A hereto
         on the cover, in Annex B hereto in the "Exchange Offer Procedures"
         section and the "Purpose of the Exchange Offer" section and in Annex C
         hereto in the "Plan of Distribution" section of the prospectus forming
         a part of the Exchange Offer Registration Statement and include the
         information set forth in Annex D hereto in the Letter of Transmittal
         delivered pursuant to the Registered Exchange Offer; (iii) if requested
         by an Initial Purchaser, include the information required by Items 507
         or 508 of Regulation S-K under the Securities Act, as applicable, in
         the prospectus forming a part of the Exchange Offer Registration
         Statement; (iv) include within the prospectus contained in the Exchange
         Offer Registration Statement a section entitled "Plan of Distribution,"
         reasonably acceptable to the Initial Purchasers, which shall contain a
         summary statement of the positions taken or policies made by the staff
         of the Commission with respect to the potential "underwriter" status of
         any broker-dealer that is the beneficial owner (as defined in Rule
         13d-3 under the Securities Exchange Act of 1934, as amended (the
         "EXCHANGE ACT")) of Exchange Securities received by such broker-dealer
         in the Registered Exchange Offer (a "PARTICIPATING BROKER-DEALER"),
         whether such positions or policies have been publicly disseminated by
         the staff of the Commission or such positions or policies, in the
         reasonable judgment of the Initial Purchasers based upon advice of
         counsel (which may be in-house counsel), represent the prevailing views
         of the staff of the Commission; (v) in the case of a Shelf Registration
         Statement, include the names of the Electing Holders who propose to
         sell Securities pursuant to the Shelf Registration Statement as selling
         securityholders; and (vi) in the event the Company receives a Notice
         and Questionnaire from an Electing Holder after the Effective Time,
         promptly take all necessary actions to name such Electing Holder as a
         selling securityholder in the Shelf Registration Statement and, in the
         event a post-effective amendment to the Shelf Registration Statement is
         required, cause such amendment to be declared effective within 20
         business days of receipt of such Notice and Questionnaire.

                  (b) The Company shall give written notice to the Initial
         Purchasers, the Holders of the Securities and any Participating
         Broker-Dealer from whom the Company has received prior




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                                                                               6


         written notice that it will be a Participating Broker-Dealer in the
         Registered Exchange Offer (which notice pursuant to clauses (ii)-(v)
         hereof shall be accompanied by an instruction to suspend the use of the
         prospectus until the requisite changes have been made):

                           (i) when the Registration Statement or any amendment
                  thereto has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective;

                           (ii) of any request by the Commission for amendments
                  or supplements to the Registration Statement or the prospectus
                  included therein or for additional information;

                           (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv) of the receipt by the Company or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification of the Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose; and

                           (v) of the happening of any event that requires the
                  Company to make changes in the Registration Statement or the
                  prospectus in order that the Registration Statement or the
                  prospectus do not contain an untrue statement of a material
                  fact nor omit to state a material fact required to be stated
                  therein or necessary to make the statements therein (in the
                  case of the prospectus, in light of the circumstances under
                  which they were made) not misleading.

                  (c) The Company shall make every reasonable effort to obtain
         the withdrawal at the earliest possible time of any order suspending
         the effectiveness of the Registration Statement.

                  (d) The Company shall, upon request, furnish to each Holder of
         Securities included within the coverage of the Shelf Registration,
         without charge, at least one copy of the Shelf Registration Statement
         and any post-effective amendment thereto, including financial
         statements and schedules, and, if the Holder so requests in writing,
         all exhibits thereto (including those, if any, incorporated by
         reference), unless such exhibits are otherwise publicly available.

                  (e) The Company shall deliver to each Exchanging Dealer and
         each Initial Purchaser, and to any other Holder who so requests,
         without charge, at least one copy of the Exchange Offer Registration
         Statement and any post-effective amendment thereto, including financial
         statements and schedules, and, if any Initial Purchaser or any such
         Holder requests, all exhibits thereto (including those incorporated by
         reference).

                  (f) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of Securities included within the coverage of
         the Shelf Registration, without charge, as many copies of the
         prospectus (including each preliminary prospectus) included in the
         Shelf Registration Statement and any amendment or supplement thereto as
         such person may reasonably request. The Company consents, subject to
         the provisions of this Agreement, to the use of the prospectus or any
         amendment or supplement thereto by each of the selling Holders of the
         Securities in connection with the offering and sale of the Securities
         covered by the prospectus, or any amendment or supplement thereto,
         included in the Shelf Registration Statement.

                  (g) The Company shall deliver to each Initial Purchaser, any
         Exchanging Dealer, any Participating Broker-Dealer and such other
         persons required to deliver a prospectus following the Registered
         Exchange Offer, without charge, as many copies of the final prospectus
         included in the Exchange Offer Registration Statement and any amendment
         or supplement thereto as such persons may reasonably request. The
         Company consents, subject to the provisions of this Agreement, to the
         use of the prospectus or any amendment or supplement thereto by any
         Initial Purchaser, if necessary, any Participating Broker-Dealer and
         such other persons required to deliver a prospectus following the
         Registered Exchange Offer in connection with the offering and sale of
         the Exchange Securities covered by the prospectus, or any amendment or
         supplement thereto, included in such Exchange Offer Registration
         Statement.

                  (h) Prior to any public offering of the Securities pursuant to
         any Registration Statement the Company shall register or qualify or
         cooperate with the Holders of the Securities included therein and their
         respective counsel in connection with the registration or qualification
         of the





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                                                                               7


         Securities for offer and sale under the securities or "blue sky" laws
         of such states of the United States as any Holder of the Securities
         reasonably requests in writing and do any and all other acts or things
         necessary or advisable to enable the offer and sale in such
         jurisdictions of the Securities covered by such Registration Statement;
         provided, however, that the Company shall not be required to (i)
         qualify generally to do business in any jurisdiction where it is not
         then so qualified or (ii) take any action which would subject it to
         general service of process or to taxation in any jurisdiction where it
         is not then so subject.

                  (i) The Company shall cooperate with the Holders of the
         Securities to facilitate the timely preparation and delivery of
         certificates representing the Securities to be sold pursuant to any
         Registration Statement free of any restrictive legends and in such
         denominations and registered in such names as the Holders may request a
         reasonable period of time prior to sales of the Securities pursuant to
         such Registration Statement.

                  (j) Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 3(b) above during the period for
         which the Company is required to maintain an effective Registration
         Statement, the Company shall promptly prepare and file a post-effective
         amendment to the Registration Statement or a supplement to the related
         prospectus and any other required document so that, as thereafter
         delivered to Holders of the Securities or purchasers of Securities, the
         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. If the Company notifies the
         Initial Purchasers, the Holders of the Securities and any known
         Participating Broker-Dealer in accordance with paragraphs (ii) through
         (v) of Section 3(b) above to suspend the use of the prospectus until
         the requisite changes to the prospectus have been made, then the
         Initial Purchasers, the Holders of the Securities and any such
         Participating Broker-Dealers shall suspend use of such prospectus, and
         the period of effectiveness of the Shelf Registration Statement
         provided for in Section 2(e) above and the Exchange Offer Registration
         Statement provided for in Section 1 above shall each be extended by the
         number of days from and including the date of the giving of such notice
         to and including the date when the Initial Purchasers, the Holders of
         the Securities and any known Participating Broker-Dealer shall have
         received such amended or supplemented prospectus pursuant to this
         Section 3(j).

                  (k) Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for the
         Initial Securities, the Exchange Securities or the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         printed certificates for the Initial Securities, the Exchange
         Securities or the Private Exchange Securities, as the case may be, in a
         form eligible for deposit with The Depository Trust Company.

                  (l) The Company will comply with all rules and regulations of
         the Commission to the extent and so long as they are applicable to the
         Registered Exchange Offer or the Shelf Registration and will make
         generally available to its security holders (or otherwise provide in
         accordance with Section 11(a) of the Securities Act) an earnings
         statement satisfying the provisions of Section 11(a) of the Securities
         Act, no later than 45 days after the end of a 12-month period (or 90
         days, if such period is a fiscal year) beginning with the first month
         of the Company's first fiscal quarter commencing after the effective
         date of the Registration Statement, which statement shall cover such
         12-month period.

                  (m) The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act of 1939, as amended, in a timely manner
         and containing such changes, if any, as shall be necessary for such
         qualification. In the event that such qualification would require the
         appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

                  (n) The Company may require each Holder of Securities to be
         sold pursuant to the Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         the Securities as the Company may from time to time reasonably require
         for inclusion in the Shelf Registration Statement, and the Company may
         exclude from such registration the Securities of any Holder that
         unreasonably fails to furnish such information within a reasonable time
         after receiving such request.

                  (o) The Company shall enter into such customary agreements
         (including, if requested, an underwriting agreement in customary form)
         and take all such other action, if any, as any Holder of




<PAGE>
                                                                               8


         the Securities shall reasonably request in order to facilitate the
         disposition of the Securities pursuant to any Shelf Registration.

                  (p) In the case of any Shelf Registration, the Company shall
         (i) make reasonably available for inspection by the Holders of the
         Securities, any underwriter participating in any disposition pursuant
         to the Shelf Registration Statement and any attorney, accountant or
         other agent retained by the Holders of the Securities or any such
         underwriter all relevant financial and other records, pertinent
         corporate documents and properties of the Company and (ii) cause the
         Company's officers, directors, employees, accountants and auditors to
         supply all relevant information reasonably requested by the Holders of
         the Securities or any such underwriter, attorney, accountant or agent
         in connection with the Shelf Registration Statement, in each case, as
         shall be reasonably necessary to enable such persons to conduct a
         reasonable investigation within the meaning of Section 11 of the
         Securities Act; provided, however, that the foregoing inspection and
         information gathering shall be coordinated on behalf of the Initial
         Purchasers by you and on behalf of the other parties by one counsel
         designated by and on behalf of such other parties as described in
         Section 5 hereof.

                  (q) In the case of any Shelf Registration, the Company, if
         requested by any Holder of Securities covered thereby, shall cause (i)
         its counsel to deliver an opinion and updates thereof relating to the
         Securities in customary form addressed to such Holders and the managing
         underwriters, if any, thereof and dated, in the case of the initial
         opinion, the effective date of such Shelf Registration Statement (it
         being agreed that the matters to be covered by such opinion shall
         include, without limitation, the due incorporation and good standing of
         the Company and its subsidiaries; the qualification of the Company and
         its subsidiaries to transact business as foreign corporations; the due
         authorization, execution and delivery of the relevant agreement of the
         type referred to in Section 3(o) hereof; the due authorization,
         execution, authentication and issuance, and the validity and
         enforceability, of the applicable Securities; the absence of material
         legal or governmental proceedings involving the Company and its
         subsidiaries; the absence of governmental approvals required to be
         obtained in connection with the Shelf Registration Statement, the
         offering and sale of the applicable Securities, or any agreement of the
         type referred to in Section 3(o) hereof; the compliance as to form of
         such Shelf Registration Statement and any documents incorporated by
         reference therein and of the Indenture with the requirements of the
         Securities Act and the Trust Indenture Act, respectively; and, as of
         the date of the opinion and as of the effective date of the Shelf
         Registration Statement or most recent post-effective amendment thereto,
         as the case may be, the absence from such Shelf Registration Statement
         and the prospectus included therein, as then amended or supplemented,
         and from any documents incorporated by reference therein of an untrue
         statement of a material fact or the omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading (in the case of any such documents,
         in the light of the circumstances existing at the time that such
         documents were filed with the Commission under the Exchange Act); (ii)
         its officers to execute and deliver all customary documents and
         certificates and updates thereof requested by any underwriters of the
         applicable Securities and (iii) its independent public accountants and
         the independent public accountants with respect to any other entity for
         which financial information is provided in the Shelf Registration
         Statement to provide to the selling Holders of the applicable
         Securities and any underwriter therefor a comfort letter in customary
         form and covering matters of the type customarily covered in comfort
         letters in connection with primary underwritten offerings, subject to
         receipt of appropriate documentation as contemplated, and only if
         permitted, by Statement of Auditing Standards No. 72.

                  (r) In the case of the Registered Exchange Offer, if requested
         by any Initial Purchaser or any known Participating Broker-Dealer, the
         Company shall cause (i) its counsel to deliver to such Initial
         Purchaser or such Participating Broker-Dealer a signed opinion in the
         form set forth in Section 6(c) of the Purchase Agreement with such
         changes as are customary in connection with the preparation of a
         Registration Statement and (ii) its independent public accountants and
         the independent public accountants with respect to any other entity for
         which financial information is provided in the Registration Statement
         to deliver to such Initial Purchaser or such Participating
         Broker-Dealer a comfort letter, in customary form, meeting the
         requirements as to the substance thereof as set forth in Section 6(a)
         and (f) of the Purchase Agreement, with appropriate date changes.

                  (s) If a Registered Exchange Offer or a Private Exchange is to
         be consummated, upon delivery of the Initial Securities by Holders to
         the Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Securities or the Private Exchange
         Securities, as the case may be, the Company shall mark, or caused to be
         marked, on the Initial Securities so




<PAGE>
                                                                               9


         exchanged that such Initial Securities are being canceled in exchange
         for the Exchange Securities or the Private Exchange Securities, as the
         case may be; in no event shall the Initial Securities be marked as paid
         or otherwise satisfied.

                  (t) The Company will use its reasonable best efforts to (a) if
         the Initial Securities have been rated prior to the initial sale of
         such Initial Securities, confirm such ratings will apply to the
         Securities covered by a Registration Statement, or (b) if the Initial
         Securities were not previously rated, cause the Securities covered by a
         Registration Statement to be rated with the appropriate rating
         agencies, if so requested by Holders of a majority in aggregate
         principal amount of Securities covered by such Registration Statement,
         or by the managing underwriters, if any.

                  (u) In the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Securities or participate as a member
         of an underwriting syndicate or selling group or "assist in the
         distribution" (within the meaning of the Conduct Rules (the "RULES") of
         the National Association of Securities Dealers, Inc. ("NASD")) thereof,
         whether as a Holder of such Securities or as an underwriter, a
         placement or sales agent or a broker or dealer in respect thereof, or
         otherwise, the Company will assist such broker-dealer in complying with
         the requirements of such Rules, including, without limitation, by (i)
         if such Rules, including Rule 2720, shall so require, engaging a
         "qualified independent underwriter" (as defined in Rule 2720) to
         participate in the preparation of the Registration Statement relating
         to such Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Registration Statement is an underwritten offering or is made
         through a placement or sales agent, to recommend the yield of such
         Securities, (ii) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof and (iii) providing such information to
         such broker-dealer as may be required in order for such broker- dealer
         to comply with the requirements of the Rules.

                  (v) The Company shall use its reasonable best efforts to take
         all other steps necessary to effect the registration of the Securities
         covered by a Registration Statement contemplated hereby.

         4. Market-Making. (a) For so long as any of the Initial Securities,
Exchange Securities or Private Exchange Securities are outstanding and JPMorgan
(in such capacity, the "Market-Maker") or any of its affiliates (as defined in
the rules and regulations of the Commission) owns any equity securities of the
Company, the Guarantors or any of their affiliates and proposes to make a market
in the Initial Securities, Exchange Securities or Private Exchange Securities as
part of its business in the ordinary course, the following provisions shall
apply for the sole benefit of the Market Maker:

                  (i) The Company and the Guarantors shall (A) on the date that
         the Exchange Offer Registration Statement is filed with the Commission,
         file a registration statement (the "Market-Making Registration
         Statement") (which may be the Exchange Offer Registration Statement or
         the Shelf Registration Statement if permitted by the rules and
         regulations of the Commission) and use their best efforts to cause such
         Market-Making Registration Statement to be declared effective by the
         Commission on or prior to the consummation of the Exchange Offer; (B)
         periodically amend such Market-Making Registration Statement so that
         the information contained therein complies with the requirements of
         Section 10(a) under the Securities Act; (C) amend the Market-Making
         Registration Statement or supplement the related prospectus when
         necessary to reflect any material changes in the information provided
         therein; and (D) amend the Market-Making Registration Statement when
         required to do so in order to comply with Section 10(a)(3) of the
         Securities Act; provided, however, that (1) prior to filing the
         Market-Making Registration Statement, any amendment thereto or any
         supplement to the related prospectus, the Company will furnish to the
         Market-Maker copies of all such documents proposed to be filed, which
         documents will be subject to the review of the Market-Maker and its
         counsel, (2) the Company and the Guarantors will not file the
         Market-Making Registration Statement, any amendment thereto or any
         supplement to the related prospectus to which the Market-Maker and its
         counsel shall reasonably object unless the Company is advised by
         counsel that such Market-Making Registration Statement, amendment or
         supplement is required to be filed and (3) the Company will provide the
         Market-Maker and its counsel with copies of the Market-Making
         Registration Statement and each amendment and supplement filed.

                  (ii) The Company shall notify the Market-Maker and, if
         requested by the Market-Maker, confirm such advice in writing, (A) when
         any post-effective amendment to the Market-Making Registration
         Statement or any amendment or supplement to the related prospectus has
         been filed, and, with respect to any post-effective amendment, when the
         same has become effective; (B) of any request by the Commission for any
         post-effective amendment to the Market-Making




<PAGE>
                                                                              10


         Registration Statement, any supplement or amendment to the related
         prospectus or for additional information; (C) the issuance by the
         Commission of any stop order suspending the effectiveness of the
         Market-Making Registration Statement or the initiation of any
         proceedings for that purpose; (D) of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         Initial Securities, Exchange Securities or Private Exchange Securities
         for sale in any jurisdiction or the initiation or threatening of any
         proceedings for such purpose; (E) of the happening of any event that
         makes any statement made in the Market-Making Registration Statement,
         the related prospectus or any amendment or supplement thereto untrue or
         that requires the making of any changes in the Market-Making
         Registration Statement, such prospectus or any amendment or supplement
         thereto, in order to make the statements therein not misleading; and
         (F) of any advice from a nationally recognized statistical rating
         organization that such organization has placed the Company under
         surveillance or review with negative implications or has determined to
         downgrade the rating of the Initial Securities, Exchange Securities or
         Private Exchange Securities or any other debt obligation of the Company
         whether or not such downgrade shall have been publicly announced.

                  (iii) If any event contemplated by Section 4(a)(ii)(B) through
         (E) occurs during the period for which the Company and the Guarantors
         are required to maintain an effective Market-Making Registration
         Statement, the Company and the Guarantors shall promptly prepare and
         file with the Commission a post-effective amendment to the
         Market-Making Registration Statement or a supplement to the related
         prospectus or file any other required document so that the prospectus
         will not include an untrue statement of a material fact or omit to
         state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading.

                  (iv) In the event of the issuance of any stop order suspending
         the effectiveness of the Market-Making Registration Statement or of any
         order suspending the qualification of the Initial Securities, Exchange
         Securities or Private Exchange Securities for sale in any jurisdiction,
         the Company and the Guarantors shall use promptly their reasonable best
         efforts to obtain the withdrawal of such order and suspension.

                  (v) The Company and the Guarantors shall furnish to the
         Market-Maker, without charge, (i) at least one conformed copy of the
         Market-Making Registration Statement and any post-effective amendment
         thereto; and (ii) as many copies of the related prospectus and any
         amendment or supplement thereto as the Market-Maker may reasonably
         request.

                  (vi) The Company and the Guarantors shall consent to the use
         of the prospectus contained in the Market-Making Registration Statement
         or any amendment or supplement thereto by the Market-Maker in
         connection with its market making activities.

                  (vii) Notwithstanding the foregoing provisions of this Section
         4, the Company and the Guarantors may for valid business reasons,
         including without limitation, a potential acquisition, divestiture of
         assets or other material corporate transaction, issue a notice that the
         Market-Making Registration Statement is no longer effective or the
         prospectus included therein is no longer usable for offers and sales of
         Initial Securities, Exchange Securities or Private Exchange Securities
         and may issue any notice suspending use of the Market-Making
         Registration Statement required under applicable securities laws to be
         issued; provided, however, that the use of the Market-Making
         Registration Statement shall not be suspended for more than 60 days in
         the aggregate in any consecutive 12 month period. The Market-Maker
         agrees that upon receipt of any notice from the Company pursuant to
         this Section 4(a)(vii), it will discontinue use of the Market-Making
         Registration Statement until receipt of copies of the supplemented or
         amended prospectus relating thereto or until advised in writing by the
         Company that the use of the Market-Making Registration Statement may be
         resumed.

                  (b) In connection with the Market-Making Registration
Statement, the Company shall (i) make reasonably available for inspection by a
representative of, and counsel acting for, the Market-Maker all relevant
financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries and (ii) use its reasonable best efforts to have
its officers, directors, employees, accountants and counsel supply all relevant
information reasonably requested by such representative or counsel or the
Market-Maker.

                  (c) Prior to the effective date of the Market-Making
Registration Statement, the Company and the Guarantors will use their reasonable
best efforts to register or qualify Securities for offer and sale under the
securities or blue sky laws of such jurisdictions as the Market-Maker reasonably




<PAGE>
                                                                              11


requests in writing and do any and all other acts or things necessary or
advisable to enable the offer and sale in such jurisdictions of the Initial
Securities, Exchange Securities or Private Exchange Securities covered by the
Market-Making Registration Statement; provided, however, that the Company and
the Guarantors will not be required to qualify generally to do business in any
jurisdiction where they are not then so qualified or to take any action which
would subject them to general service of process or to taxation in any such
jurisdiction where they are not then so subject.

                  (d) The Company and the Guarantors represent that the
Market-Making Registration Statement, any post-effective amendments thereto, any
amendments or supplements to the related prospectus and any documents filed by
them under the Exchange Act will, when they become effective or are filed with
the Commission, as the case may be, conform in all respects to the requirements
of the Securities Act and the Exchange Act and the rules and regulations of the
Commission thereunder and will not, as of the effective date of such
Market-Making Registration Statement or post-effective amendments and as of the
filing date of amendments or supplements to such prospectus or filings under the
Exchange Act, contain an untrue statement of a 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 were made not misleading;
provided, however, that no representation or warranty is made as to information
contained in or omitted from the Market-Making Registration Statement or the
related prospectus in reliance upon and in conformity with written information
furnished to the Company by the Market-Maker specifically for inclusion therein,
which information the parties hereto agree will be limited to the statements
concerning the Market-Making activities of the Market-Maker to be set forth on
the cover page and in the "Plan of Distribution" section of the prospectus (the
"Market-Maker's Information").

                  (e) At the time of effectiveness of the Market-Making
Registration Statement (unless it is the same as the time of effectiveness of
the Exchange Offer Registration Statement) and concurrently with each time the
Market-Making Registration Statement or the related prospectus shall be amended
or such prospectus shall be supplemented, the Company shall (if requested in
writing by the Market-Maker) furnish the Market-Maker and its counsel with a
certificate of its Chairman of the Board of Directors or Chief Financial Officer
to the effect that:

                  (i) the Market-Making Registration Statement has been declared
         effective; (ii) in the case of an amendment or supplement, such
         amendment has become effective under the Securities Act as of the date
         and time specified in such certificate, if applicable; if required,
         such amendment or supplement to the prospectus was filed with the
         Commission pursuant to the subparagraph of Rule 424(b) under the
         Securities Act specified in such certificate on the date specified
         therein; (iii) to the knowledge of such officers, no stop order
         suspending the effectiveness of the Market-Making Registration
         Statement has been issued and no proceeding for that purpose is pending
         or threatened by the Commission; (iv) such officers have carefully
         examined the Market-Making Registration Statement and the prospectus
         (and, in the case of an amendment or supplement, such amendment or
         supplement) and as of the date of such Market-Making Registration
         Statement, amendment or supplement, as applicable, the Market-Making
         Registration Statement and the prospectus, as amended or supplemented,
         if applicable, did not include any untrue statement of a material fact
         and did not omit to state a material fact required to be stated therein
         or necessary to make the statements therein not misleading.

                  (f) At the time of effectiveness of the Market-Making
Registration Statement (unless it is the same as the time of effectiveness of
the Exchange Offer Registration Statement) and concurrently with each time the
Market-Making Registration Statement or the related prospectus shall be amended
or such prospectus shall be supplemented, the Company shall (if requested in
writing by the Market-Maker) furnish the Market-Maker and its counsel with the
written opinion of counsel for the Company satisfactory to the Market-Maker to
the effect that:

                  (i) the Market-Making Registration Statement has been declared
         effective; (ii) in the case of an amendment or supplement, such
         amendment has become effective under the Securities Act as of the date
         and time specified in such opinion, if applicable; if required, such
         amendment or supplement to the prospectus was filed with the Commission
         pursuant to the subparagraph of Rule 424(b) under the Securities Act
         specified in such opinion on the date specified therein; (iii) to the
         knowledge of such counsel, no stop order suspending the effectiveness
         of the Market-Making Registration Statement has been issued and no
         proceeding for that purpose is pending or threatened by the Commission;
         and (iv) such counsel has reviewed the Market-Making Registration
         Statement and the prospectus (and, in the case of an amendment or
         supplement, such amendment or supplement)




<PAGE>
                                                                              12


         and participated with officers of the Company and independent public
         accountants for the Company in the preparation of such Market-Making
         Registration Statement and prospectus (and, in the case of an amendment
         or supplement, such amendment or supplement) and has no reason to
         believe that (except for the financial statements and other financial
         and statistical data contained therein as to which no belief is
         required) as of the date of such Market-Making Registration Statement,
         amendment or supplement, as applicable, the Market-Making Registration
         Statement and the prospectus, as amended or supplemented, if
         applicable, contained any untrue statement of a material fact or
         omitted to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading.

                  (g) At the time of effectiveness of the Market-Making
Registration Statement (unless it is the same as the time of effectiveness of
the Exchange Offer Registration Statement) and concurrently with each time the
Market-Making Registration Statement or the related prospectus shall be amended
or such prospectus shall be supplemented to include audited annual financial
information, the Company shall (if requested in writing by the Market-Maker)
furnish the Market-Maker and its counsel with a letter of KPMG LLP (or other
independent public accountants for the Company or the Guarantors of nationally
recognized standing) in form satisfactory to the Market-Maker, addressed to the
Market-Maker and dated the date of delivery of such letter, (i) confirming that
they are independent public accountants within the meaning of the Securities Act
and are in compliance with the applicable requirements relating to the
qualification of accountants under Rule 2-01 of Regulation S-X of the Commission
and (ii) in all other respects substantially in the form of the letter delivered
to the Initial Purchasers pursuant to Section 6(a) of the Purchase Agreement
(after giving effect, if applicable, to any change in status of the Parent
Guarantor as a "public entity" within the meaning of Statement of Auditing
Standards No. 7) with, in the case of an amendment or supplement to include
audited financial information, such changes as may be necessary to reflect the
amended or supplemented financial information.

                  (h) The Company and the Guarantors, on the one hand, and the
Market-Maker, on the other hand, hereby agree to indemnify each other and, if
applicable, contribute to the other in accordance with Section 6 of this
Agreement.

                  (i) The Company will comply with the provisions of this
Section 4 at its own expense and will reimburse the Market-Maker for its
expenses associated with this Section 4 (including reasonable fees of counsel).

                  (j) The agreements contained in this Section 4 and the
representations, warranties and agreements contained in this Agreement shall
survive all offers and sales of the Securities and shall remain in full force
and effect, regardless of any termination or cancellation of this Agreement or
any investigation made by or on behalf of any indemnified party.

                  (k) For purposes of this Section 4, any reference to the terms
"amend", "amendment" or "supplement" with respect to the Market-Making
Registration Statement or the prospectus contained therein shall be deemed to
refer to and include the filing under the Exchange Act of any document deemed to
be incorporated therein by reference.

         5.  Registration Expenses.

                  (a) All expenses incident to the Company's performance of and
         compliance with this Agreement will be borne by the Company, regardless
         of whether a Registration Statement is ever filed or becomes effective,
         including without limitation;

                           (i) all registration and filing fees and expenses;

                           (ii) all fees and expenses of compliance with federal
                  securities and state "blue sky" or securities laws;

                           (iii) all expenses of printing (including printing
                  certificates for the Securities to be issued in the Registered
                  Exchange Offer and the Private Exchange and printing of
                  Prospectuses), messenger and delivery services and telephone;

                           (iv) all fees and disbursements of counsel for the
                  Company;

                           (v) all application and filing fees in connection
                  with listing the Exchange Securities on a national securities
                  exchange or automated quotation system pursuant to the
                  requirements hereof; and




<PAGE>
                                                                              13


                           (vi) all fees and disbursements of independent
                  certified public accountants of the Company (including the
                  expenses of any special audit and comfort letters required by
                  or incident to such performance).

                  The Company will bear its internal expenses (including,
         without limitation, all salaries and expenses of its officers and
         employees performing legal or accounting duties), the expenses of any
         annual audit and the fees and expenses of any person, including special
         experts, retained by the Company.

                  (b) In connection with any Registration Statement required by
         this Agreement, the Company will reimburse the Initial Purchasers and
         the Holders of Transfer Restricted Securities who are tendering Initial
         Securities in the Registered Exchange Offer and/or selling or reselling
         Securities pursuant to the "Plan of Distribution" contained in the
         Exchange Offer Registration Statement or the Shelf Registration
         Statement, as applicable, for the reasonable fees and disbursements of
         not more than one counsel, who shall be Cravath, Swaine & Moore unless
         another firm shall be chosen by the Holders of a majority in principal
         amount of the Transfer Restricted Securities for whose benefit such
         Registration Statement is being prepared.

         6. Indemnification.

                  (a) The Company and the Guarantors jointly and severally agree
         to indemnify and hold harmless (x) each Holder of the Securities
         (including the Market-Maker), any Participating Broker-Dealer and each
         person, if any, who controls such Holder or such Participating
         Broker-Dealer within the meaning of the Securities Act or the Exchange
         Act (each Holder, any Participating Broker-Dealer and such controlling
         persons are referred to collectively as the "INDEMNIFIED PARTIES") from
         and against any losses, claims, damages or liabilities, joint or
         several, or any actions in respect thereof (including, but not limited
         to, any losses, claims, damages, liabilities or actions relating to
         purchases and sales of the Securities) to which each Indemnified Party
         may become subject under the Securities Act, the Exchange Act or
         otherwise, insofar as such losses, claims, damages, liabilities or
         actions arise out of or are based upon any untrue statement or alleged
         untrue statement of a material fact contained in a Registration
         Statement or prospectus or in any amendment or supplement thereto or in
         any preliminary prospectus relating to a Shelf Registration, 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, and shall reimburse, as
         incurred, the Indemnified Parties for any legal or other expenses
         reasonably incurred by them in connection with investigating or
         defending any such loss, claim, damage, liability or action in respect
         thereof; provided, however, that (i) the Company and the Guarantors
         shall not be liable in any such case to the extent that such loss,
         claim, damage or liability arises out of or is based upon any untrue
         statement or alleged untrue statement or omission or alleged omission
         made in a Registration Statement or prospectus or in any amendment or
         supplement thereto or in any preliminary prospectus relating to a Shelf
         Registration in reliance upon and in conformity with written
         information pertaining to such Holder or Market-Maker and furnished to
         the Company by or on behalf of such Holder or Market-Maker, as may be
         the case, specifically for inclusion therein and (ii) with respect to
         any untrue statement or omission or alleged untrue statement or
         omission made in any preliminary prospectus relating to a Shelf
         Registration Statement, the indemnity agreement contained in this
         subsection (a) shall not inure to the benefit of any Holder (including
         the Market-Maker) or Participating Broker-Dealer from whom the person
         asserting any such losses, claims, damages or liabilities purchased the
         Securities concerned, to the extent that a prospectus relating to such
         Securities was required to be delivered by such Holder or Participating
         Broker-Dealer under the Securities Act in connection with such purchase
         and any such loss, claim, damage or liability of such Holder or
         Participating Broker-Dealer results from the fact that there was not
         sent or given to such person, at or prior to the written confirmation
         of the sale of such Securities to such person, a copy of the final
         prospectus if the Company had previously furnished copies thereof to
         such Holder or Participating Broker-Dealer; and (y) the Market-Maker
         from and against any and all losses, claims, damages and liabilities
         (including, without limitation, legal fees and other expenses incurred
         in connection with any suit, action or proceeding or any claim
         asserted, as such fees and expenses are incurred), joint or several
         that arise out of, or are based upon, any breach of the Company or the
         Guarantors of their representations, warranties and agreements
         contained in Section 4 of this Agreement; provided further, however,
         that this indemnity agreement will be in addition to any liability
         which the Company may otherwise have to such Indemnified Party. The
         Company and the Guarantors jointly and severally shall also indemnify
         underwriters, their officers and directors and each person who controls
         such underwriters within the meaning of the Securities




<PAGE>
                                                                              14


         Act or the Exchange Act to the same extent as provided above with
         respect to the indemnification of the Holders of the Securities if
         requested by such Holders.

                  (b) Each Holder of the Securities (including the Market-Maker
         in connection with any prospectus delivery by the Market-Maker),
         severally and not jointly, will indemnify and hold harmless the Company
         and each person, if any, who controls the Company within the meaning of
         the Securities Act or the Exchange Act from and against any losses,
         claims, damages or liabilities or any actions in respect thereof, to
         which the Company or any such controlling person may become subject
         under the Securities Act, the Exchange Act or otherwise, insofar as
         such losses, claims, damages, liabilities or actions arise out of or
         are based upon any untrue statement or alleged untrue statement of a
         material fact contained in a Registration Statement or prospectus or in
         any amendment or supplement thereto or in any preliminary prospectus
         relating to a Shelf Registration, or arise out of or are based upon the
         omission or alleged omission to state therein a material fact necessary
         to make the statements therein not misleading, but in each case only to
         the extent that the untrue statement or omission or alleged untrue
         statement or omission was made in reliance upon and in conformity with
         written information pertaining to such Holder or Market-Maker and
         furnished to the Company by or on behalf of such Holder or
         Market-Maker, as the case may be, specifically for inclusion therein;
         and, subject to the limitation set forth immediately preceding this
         clause, shall reimburse, as incurred, the Company for any legal or
         other expenses reasonably incurred by the Company or any such
         controlling person in connection with investigating or defending any
         loss, claim, damage, liability or action in respect thereof.
         Notwithstanding any other provision of this Section 6(b), the Holders
         of the Securities (including the Market-Maker) shall not be liable for
         any indemnity claims hereunder in excess of the amount by which the net
         proceeds received by such Holders from the sale of the Securities
         pursuant to a Registration Statement or prospectus exceeds the amount
         of damages which such Holders have otherwise been required to pay by
         reason of such untrue or alleged untrue statement or omission or
         alleged omission, nor shall the Market-Maker be required to contribute
         any amount of its commission from the market-making transactions at
         issue. This indemnity agreement will be in addition to any liability
         which such Holder may otherwise have to the Company or any of its
         controlling persons.

                  (c) Promptly after receipt by an indemnified party under this
         Section 6 of notice of the commencement of any action or proceeding
         (including a governmental investigation), such indemnified party will,
         if a claim in respect thereof is to be made against the indemnifying
         party under this Section 6, notify the indemnifying party of the
         commencement thereof; but the omission so to notify the indemnifying
         party will not relieve it from any liability that it may have under
         this Section 6 except to the extent it has been materially prejudiced
         through the forfeiture of substantive rights and defenses by such
         failure, provided that the failure to notify the indemnifying party
         will not, in any event, relieve the indemnifying party from any
         obligations to any indemnified party other than the indemnification
         obligation provided in paragraph (a) or (b) above. In case any such
         action is brought against any indemnified party, and it notifies the
         indemnifying party of the commencement thereof, the indemnifying party
         will be entitled to participate therein and, to the extent that it may
         wish, jointly with any other indemnifying party similarly notified, to
         assume the defense thereof, with counsel reasonably satisfactory to
         such indemnified party (who shall not, except with the consent of the
         indemnified party, be counsel to the indemnifying party), and after
         notice from the indemnifying party to such indemnified party of its
         election so to assume the defense thereof the indemnifying party will
         not be liable to such indemnified party under this Section 6 for any
         legal or other expenses, other than reasonable costs of investigation,
         subsequently incurred by such indemnified party in connection with the
         defense thereof. 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 Indemnifying Party unless
         (i) the Indemnifying Party and the Indemnified Party shall have
         mutually agreed to the contrary; (ii) the Indemnifying Party has failed
         within a reasonable time to retain counsel reasonably satisfactory to
         the Indemnified Party; (iii) the Indemnified Party shall have
         reasonably concluded that there may be legal defenses available to it
         that are different from or in addition to those available to the
         Indemnifying Party; or (iv) the named parties in any such proceeding
         (including any impleaded parties) include both the Indemnifying Party
         and the Indemnified 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 and agreed that the
         Indemnifying Party shall not, in connection with any proceeding or
         related proceeding in the same jurisdiction, be liable for the fees and
         expenses of more than one separate firm (in addition to any local
         counsel) for all Indemnified Parties, and that all such fees and
         expenses shall be reimbursed as they are incurred. Any such separate
         firm for any Purchaser, its affiliates, directors and officers and any
         control persons of such Purchaser shall be designated in writing by
         CSFB and any such separate




<PAGE>
                                                                              15


         firm for the Company, the Guarantor and any control persons of the
         Company and the Guarantor shall be designated in writing by the Company
         and the Guarantor and any such separate firm for the Market Maker shall
         be designated in writing by the Market Maker. No indemnifying party
         shall, without the prior written consent of the indemnified party,
         effect any settlement of any pending or threatened action in respect of
         which any indemnified party is or could have been a party and indemnity
         could have been sought hereunder by such indemnified party unless such
         settlement (i) includes an unconditional release of such indemnified
         party from all liability on any claims that are the subject matter of
         such action, and (ii) does not include a statement as to or an
         admission of fault, culpability or a failure to act by or on behalf of
         any indemnified party.

                  (d) If the indemnification provided for in this Section 6 is
         unavailable or insufficient to hold harmless an indemnified party under
         subsections (a) or (b) above, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of the losses, claims, damages or liabilities (or actions in
         respect thereof) referred to in subsection (a) or (b) above in such
         proportion as is appropriate to reflect the relative fault of the
         indemnifying party or parties on the one hand and the indemnified party
         on the other in connection with the statements or omissions that
         resulted in such losses, claims, damages or liabilities (or actions in
         respect thereof) as well as any other relevant equitable
         considerations. The relative fault of the parties shall be determined
         by reference to, among other things, whether the untrue or alleged
         untrue statement of a material fact or the omission or alleged omission
         to state a material fact relates to information supplied by the Company
         on the one hand or such Holder or such other indemnified party, as the
         case may be, on the other, and the parties' relative intent, knowledge,
         access to information and opportunity to correct or prevent such
         statement or omission. The amount paid by an indemnified party as a
         result of the losses, claims, damages or liabilities referred to in the
         first sentence of this subsection (d) shall be deemed to include any
         legal or other expenses reasonably incurred by such indemnified party
         in connection with investigating or defending any action or claim which
         is the subject of this subsection (d). Notwithstanding any other
         provision of this Section 6(d), the Holders of the Securities
         (including the Market-Maker) shall not be required to contribute any
         amount in excess of the amount by which the net proceeds received by
         such Holders from the sale of the Securities pursuant to a Registration
         Statement or prospectus exceeds the amount of damages which such
         Holders have otherwise been required to pay by reason of such untrue or
         alleged untrue statement or omission or alleged omission, nor shall the
         Market-Maker be required to contribute any amount of its commission
         from the market-making transactions at issue. No person guilty of
         fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Securities Act) shall be entitled to contribution from any person
         who was not guilty of such fraudulent misrepresentation. For purposes
         of this paragraph (d), each person, if any, who controls such
         indemnified party within the meaning of the Securities Act or the
         Exchange Act shall have the same rights to contribution as such
         indemnified party and each person, if any, who controls the Company
         within the meaning of the Securities Act or the Exchange Act shall have
         the same rights to contribution as the Company.

                  (e) The agreements contained in this Section 6 shall survive
         the sale of the Securities pursuant to a Registration Statement and
         shall remain in full force and effect, regardless of any termination or
         cancellation of this Agreement or any investigation made by or on
         behalf of any indemnified party.

         7.  Additional Interest Under Certain Circumstances.

                  (a) Additional interest (the "ADDITIONAL INTEREST") with
         respect to the Securities shall be assessed as follows if any of the
         following events occur (each such event in clauses (i) through (iv)
         below being herein called a "REGISTRATION DEFAULT"):

                           (i) any Registration Statement required by this
                  Agreement is not filed with the Commission on or prior to the
                  applicable Filing Deadline;

                           (ii) any Registration Statement required by this
                  Agreement is not declared effective by the Commission on or
                  prior to the applicable Effectiveness Deadline;

                           (iii) the Registered Exchange Offer has not been
                  consummated on or prior to the Consummation Deadline; or

                           (iv) any Registration Statement required by this
                  Agreement has been declared effective by the Commission but
                  (A) such Registration Statement thereafter ceases to be
                  effective or (B) such Registration Statement or the related
                  prospectus ceases to be usable




<PAGE>
                                                                              16


                  in connection with resales of Transfer Restricted Securities
                  during the periods specified herein because either (1) any
                  event occurs as a result of which the related prospectus
                  forming part of such Registration Statement would include any
                  untrue statement of a material fact or omit to state any
                  material fact necessary to make the statements therein in the
                  light of the circumstances under which they were made not
                  misleading, or (2) it shall be necessary to amend such
                  Registration Statement or supplement the related prospectus,
                  to comply with the Securities Act or the Exchange Act or the
                  respective rules thereunder and, in the case of any such
                  amendments or supplements related solely to naming additional
                  Electing Holders as selling securityholders under a Shelf
                  Registration Statement, such amendments or supplements are not
                  filed and declared effective by the Commission within 20
                  business days of the Company's receipt of the applicable
                  Notice and Questionnaire.

                  Each of the foregoing will constitute a Registration Default
         whatever the reason for any such event and whether it is voluntary or
         involuntary or is beyond the control of the Company or pursuant to
         operation of law or as a result of any action or inaction by the
         Commission.

                  Additional Interest shall accrue on the Securities over and
         above the interest set forth in the title of the Securities from and
         including the date on which any such Registration Default shall occur
         to but excluding the date on which all such Registration Defaults have
         been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST
         RATE") for the first 90-day period immediately following the occurrence
         of such Registration Default. The Additional Interest Rate shall
         increase by an additional 0.50% per annum with respect to each
         subsequent 90-day period until the date on which all Registration
         Defaults have been cured, up to a maximum Additional Interest Rate of
         1.0% per annum. Notwithstanding the foregoing, Additional Interest
         shall not accrue on any Security that is no longer a Transfer
         Restricted Security.

                  (b) A Registration Default referred to in Section 7(a)(iv)
         hereof shall be deemed not to have occurred and be continuing in
         relation to a Shelf Registration Statement or the related prospectus if
         (i) such Registration Default has occurred solely as a result of (x)
         the filing of a post-effective amendment to such Shelf Registration
         Statement to incorporate annual audited financial information with
         respect to the Company where such post-effective amendment is not yet
         effective and needs to be declared effective to permit Holders to use
         the related prospectus or (y) other material events, with respect to
         the Company that would need to be described in such Shelf Registration
         Statement or the related prospectus and (ii) in the case of clause (y),
         the Company is proceeding promptly and in good faith to amend or
         supplement such Shelf Registration Statement and related prospectus to
         describe such events; provided, however, that in any case if such
         Registration Default occurs for a continuous period in excess of 30
         days, Additional Interest shall be payable in accordance with the above
         paragraph from the day such Registration Default occurs until such
         Registration Default is cured.

                  (c) Any amounts of Additional Interest due pursuant to Section
         7(a) will be payable in cash on the regular interest payment dates with
         respect to the Securities. The amount of Additional Interest will be
         determined by multiplying the applicable Additional Interest Rate by
         the principal amount of the Securities and further multiplied by a
         fraction, the numerator of which is the number of days such Additional
         Interest Rate was applicable during such period (determined on the
         basis of a 360-day year comprised of twelve 30-day months), and the
         denominator of which is 360.

                  (d) "TRANSFER RESTRICTED SECURITIES" means each Security until
         (i) the date on which such Security has been exchanged by a person
         other than a broker-dealer for a freely transferable Exchange Security
         in the Registered Exchange Offer, (ii) following the exchange by a
         broker-dealer in the Registered Exchange Offer of an Initial Security
         for an Exchange Security, the date on which such Exchange Security is
         sold to a purchaser who receives from such broker-dealer on or prior to
         the date of such sale a copy of the prospectus contained in the
         Exchange Offer Registration Statement, (iii) the date on which such
         Security has been effectively registered under the Securities Act and
         disposed of in accordance with the Shelf Registration Statement or (iv)
         the date on which such Security is distributed to the public pursuant
         to Rule 144 under the Securities Act or is saleable pursuant to Rule
         144(k) under the Securities Act.

         8. Rules 144 and 144A. The Company shall use its reasonable best
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder of
Securities or the Market-Maker, make publicly available other information so
long as necessary to permit sales of




<PAGE>
                                                                              17


their securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder of Securities or the Market-Maker
may reasonably request, all to the extent required from time to time to enable
such Holder or the Market-Maker to sell Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rules 144
and 144A (including the requirements of Rule 144A(d)(4)). The Company will
provide a copy of this Agreement to prospective purchasers of Initial Securities
identified to the Company by the Initial Purchasers or the Market-Maker upon
request. Upon the request of any Holder of Initial Securities or the
Market-Maker, the Company shall deliver to such Holder or the Market-Maker, as
the case may be, a written statement as to whether it has complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be
deemed to require the Company to register any of its securities pursuant to the
Exchange Act.

         9. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

         10. Miscellaneous.

                  (a) Remedies. The Company acknowledges and agrees that any
         failure by the Company to comply with its obligations under Section 1
         and 2 hereof may result in material irreparable injury to the Initial
         Purchasers or the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely and that, in the event of any such failure, the Initial
         Purchasers or any Holder may obtain such relief as may be required to
         specifically enforce the Company's obligations under Sections 1 and 2
         hereof. The Company further agrees to waive the defense in any action
         for specific performance that a remedy at law would be adequate.

                  (b) No Inconsistent Agreements. The Company will not on or
         after the date of this Agreement enter into any agreement with respect
         to its securities that is inconsistent with the rights granted to the
         Holders or the Market-Maker in this Agreement or otherwise conflicts
         with the provisions hereof. The rights granted to the Holders hereunder
         do not in any way conflict with and are not inconsistent with the
         rights granted to the holders of the Company's securities or the
         Market-Maker under any agreement in effect on the date hereof.

                  (c) Amendments and Waivers. The provisions of this Agreement
         may not be amended, modified or supplemented, and waivers or consents
         to departures from the provisions hereof may not be given, except by
         the Company and the written consent of the Holders of a majority in
         principal amount of the Securities affected by such amendment,
         modification, supplement, waiver or consents or, with respect to
         Section 4, the written consent of the Market-Maker. Without the consent
         of the Holder of each Security, however, no modification may change the
         provisions relating to the payment of Additional Interest.

                  (d) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand delivery,
         first-class mail, facsimile transmission, or air courier which
         guarantees overnight delivery:

                           (1) if to a Holder of the Securities or the
                  Market-Maker, at the most current address given by such Holder
                  or the Market-Maker to the Company.

                           (2) if to the Initial Purchasers;

                           Credit Suisse First Boston Corporation
                           Eleven Madison Avenue
                           New York, NY 10010-3629
                           Fax No.:  (212) 325-8278
                           Attention:  Transactions Advisory Group





<PAGE>
                                                                              18


                  with a copy to:

                           Cravath, Swaine & Moore
                           825 Eighth Avenue
                           New York, NY 10019
                           Fax No.:  (212) 474-3700
                           Attention:  William J. Whelan III

                           (3) if to the Company, at its address as follows:

                           Brand Services, Inc.
                           15450 South Outer Highway 40
                           Suite 270
                           Chesterfield, Mo. 63017
                           Fax No.:  (636) 519-1915
                           Attention:  Jeffrey W. Peterson

                  with a copy to:

                           Mayer, Brown, Rowe & Maw
                           1675 Broadway
                           New York, NY 10019-5820
                           Fax No.:  (212) 262-1910
                           Attention:  Mark Wojciechowski

                  All such notices and communications shall be deemed to have
         been duly given: at the time delivered by hand, if personally
         delivered; three business days after being deposited in the mail,
         postage prepaid, if mailed; when receipt is acknowledged by recipient's
         facsimile machine operator, if sent by facsimile transmission; and on
         the day delivered, if sent by overnight air courier guaranteeing next
         day delivery.

                  (e) Third Party Beneficiaries. The Holders shall be third
         party beneficiaries to the agreements made hereunder between the
         Company, on the one hand, and the Initial Purchasers, on the other
         hand, and shall have the right to enforce such agreements directly to
         the extent they may deem such enforcement necessary or advisable to
         protect their rights or the rights of Holders hereunder.

                  (f) Successors and Assigns. This Agreement shall be binding
         upon the Company and its successors and assigns.

                  (g) 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.

                  (h) Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (i)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
         WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                  (j) Severability. If any one or more of the provisions
         contained herein, or the application thereof in any circumstance, is
         held invalid, illegal or unenforceable, the validity, legality and
         enforceability of any such provision in every other respect and of the
         remaining provisions contained herein shall not be affected or impaired
         thereby.

                  (k) Securities Held by the Company. Whenever the consent or
         approval of Holders of a specified percentage of principal amount of
         Securities is required hereunder, Securities held by the Company or its
         affiliates (other than subsequent Holders of Securities if such
         subsequent Holders are deemed to be affiliates solely by reason of
         their holdings of such Securities) shall not be counted in determining
         whether such consent or approval was given by the Holders of such
         required percentage.




<PAGE>
                                                                              19


                  (l) Submission to Jurisdiction; Waiver of Immunities. By the
         execution and delivery of this Agreement, the Company submits to the
         nonexclusive jurisdiction of any federal or state court in the State of
         New York in any such suit or proceeding arising out of or relating to
         this Agreement that may be instituted in any such court or brought
         under federal or state securities laws. To the extent that the Company
         may acquire any immunity from jurisdiction of any court or from any
         legal process (whether through service of notice, attachment prior to
         judgment, attachment in aid of execution, execution or otherwise) with
         respect to itself or its property, it hereby irrevocably waives such
         immunity in respect of this Agreement, to the fullest extent permitted
         by law.



<PAGE>
                                                                              20




         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Issuer a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers, the Issuer, and the Guarantors in
accordance with its terms.

                              Very truly yours,

                              BRAND SERVICES, INC.


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


                               BRAND ACQUISITION CORP.


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


                              BRAND SCAFFOLD SERVICES, INC.,

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


                              BRAND SCAFFOLD RENTAL &
                              ERECTION, INC.,

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



                              BRAND SCAFFOLD BUILDERS, INC.,

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


                              SCAFFOLD-JAX, INC.,

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





<PAGE>
                                                                              21


                              BRAND SCAFFOLD ERECTORS, INC.,

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


                              SCAFFOLD BUILDING SERVICES, INC.,

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


                              BRAND SPECIAL EVENTS, INC.,

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


                              MIKE BROWN GRANDSTANDS, INC.,

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


                              KWIKRIG, INC.,

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


                              BRAND STAFFING SERVICES, INC.,

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


                              SKYVIEW STAFFING, INC.,

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


                              HIGHTOWER STAFFING, INC.,

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





<PAGE>
                                                                              22

                              BRANDCRAFT LABOR, INC.,

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


                              SKYVIEW SAFETY SERVICES, INC.,

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







<PAGE>
                                                                              23


The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
J.P. MORGAN SECURITIES INC.

By:  CREDIT SUISSE FIRST BOSTON CORPORATION


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


By:  J.P. MORGAN SECURITIES INC.


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





<PAGE>



                                                                         ANNEX A


Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the consummation of the Registered Exchange
Offer (as defined herein), it will make this Prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of
Distribution."






<PAGE>

                                                                         ANNEX B


         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See "Plan of
Distribution."








<PAGE>
                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the consummation of the Registered
Exchange Offer, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In
addition, until          , 200 , all dealers effecting transactions in the
Exchange Securities may be required to deliver a prospectus.(1)

         The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         For a period of 180 days after the consummation of the Registered
Exchange, the Company will promptly send additional copies of this Prospectus
and any amendment or supplement to this Prospectus to any broker-dealer that
requests such documents in the Letter of Transmittal. The Company has agreed to
pay all expenses incident to the Exchange Offer (including the expenses of one
counsel for the Holders of the Securities) other than commissions or concessions
of any brokers or dealers and will indemnify the Holders of the Securities
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.

--------
(1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the inside front cover page of the Exchange Offer prospectus below the
Table of Contents.



<PAGE>



                                                                         ANNEX D


[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

         Name:
                  -----------------------------------------------------
         Address:
                  -----------------------------------------------------






If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.




<PAGE>
                                                                       EXHIBIT A





                              BRAND SERVICES, INC.

             FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

                                (DATE OF MAILING)

                      URGENT: IMMEDIATE ATTENTION REQUESTED

                             DEADLINE FOR RESPONSE:

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the 12% Senior Subordinated Notes due 2012
(the "Securities") of Brand Services, Inc. (the "Company") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933, as amended, for resale by the beneficial owners thereof. In order
to have their Securities included in the registration statement, beneficial
owners must complete and return the enclosed Selling Securityholder Notice and
Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by           . Please forward a copy of the enclosed documents
to each beneficial owner that holds interests in the Securities through you. If
you require more copies of the enclosed materials or have any questions
pertaining to this matter, please contact               .



                                       A-1

<PAGE>




                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

                  The undersigned holder (the "selling securityholder") of 12%
Senior Subordinated Notes Due 2012 (the "registrable securities") of Brand
Services, Inc. (the "Company"), understands that the Company, its parent company
and certain of its subsidiaries have filed or intend to file with the Securities
and Exchange Commission (the "SEC") a registration statement on an appropriate
form for the registration of the resale under Rule 415 of the Securities Act of
1933, as amended (the "Securities Act"), in accordance with the terms of the
Registration Rights Agreement dated as of the issue date of the registrable
securities, among the Company, the guarantors listed on the signature page
thereto and the initial purchasers party thereto (the "Registration Rights
Agreement"). A copy of the Registration Rights Agreement is available from the
Company upon request at the address set forth above.

                  Each beneficial owner of registrable securities is entitled to
the benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any registrable securities pursuant to the shelf registration
statement (or any additional registration statement related thereto), a
beneficial owner of registrable securities generally will be required to be
named as a selling securityholder in the related prospectus, deliver a
prospectus to purchasers of registrable securities and be bound by those
provisions of the Registration Rights Agreement applicable to such beneficial
owner (including certain indemnification provisions, as described below).
Beneficial owners are encouraged to complete and deliver this Notice and
Questionnaire prior to the effectiveness of the shelf registration statement so
that such beneficial owners may be named as selling securityholders in the
related prospectus at the time of effectiveness. Any beneficial owner of
registrable securities wishing to include its registrable securities must
deliver to the Company a properly completed and signed copy of this Notice and
Questionnaire. The Company has agreed to pay additional interest pursuant to the
Registration Rights Agreement under certain circumstances as set forth therein.

                  Certain legal consequences arise from being named as a selling
securityholder in the shelf registration statement (or any additional
registration statement related thereto) and the related prospectus. Accordingly,
holders and beneficial owners of registrable securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the shelf registration statement
(or any additional registration statement related thereto) and the related
prospectus.

NOTICE

                  The undersigned selling securityholder hereby gives notice to
the Company of its intention to sell or otherwise dispose of registrable
securities beneficially owned by it and listed below in Item 3 (unless otherwise
specified under Item 3) pursuant to the shelf registration statement (or any
additional registration statement related thereto). The undersigned, by signing
and returning this Notice and Questionnaire, understands and agrees that it will
be bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement.

                  The undersigned hereby provides the following information to
the Company and represents and warrants that such information is accurate and
complete.



                                       A-2

<PAGE>




                                  QUESTIONNAIRE

1.   (a)   Full legal name of selling securityholder:

           ---------------------------------------------------------------------

     (b)   Full legal name of registered holder (if not the same as (a) above)
           through which registrable securities listed in (3) below are held:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

     (c)   Full legal name of The Depository Trust Company participant (if
           applicable and if not the same as (b) above) through which
           registrable securities listed in (3) below are held:

           ---------------------------------------------------------------------

2.         Address for notices to selling securityholder:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

           Telephone (including area code):
                                           -------------------------------------

           Fax (including area code):
                                     -------------------------------------------

           Contact Person:
                          ------------------------------------------------------

3.         Beneficial ownership of registrable securities:

     (a)   Type and Principal Amount of registrable securities beneficially
           owned:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

     (b)   CUSIP No(s). of such registrable securities beneficially owned:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

4.         Beneficial ownership of the securities of the Company owned by the
           selling securityholder:

           Except as set forth below in this Item (4); the undersigned is not
           the beneficial or registered owner of any securities of the Company
           other than registrable securities listed above in Item (3).


                                       A-3

<PAGE>




     (a)   Type and Amount of other securities of the Company beneficially owned
           by the selling securityholder:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

     (b)   CUSIP No(s). of such other securities of the Company beneficially
           owned:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

     (c)   The amount securities to be offered for the security holder's
           account:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

     (d)   The amount and (if one percent or more) the percentage of the class
           to be owned by such selling securityholder after completion of the
           offering:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

5.         RELATIONSHIP WITH THE COMPANY:

           Except as set forth below, neither the undersigned nor any of its
           affiliates (as defined below), officers, directors or principal
           equity holders (5% or more) has held any position or office or has
           had any other material relationship within the past 3 years with the
           Company or any of its predecessors or affiliates.

           State any exception here:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

6.         Plan of distribution:

           Except as set forth below, the undersigned (including its donees or
           pledgees) intends to distribute the registrable securities listed
           above in Item (3) pursuant to the shelf registration statement (or
           any additional registration statement related thereto) only as
           follows (if at all). Such registrable securities may be sold from
           time to time directly by the undersigned or, alternatively, through
           underwriters, in accordance with the Registration Rights Agreement,
           broker-dealers or agents. If the registrable securities are sold
           through underwriters or broker-dealers, the selling securityholder
           will be responsible for underwriting discounts or commissions or
           agent's commissions. Such registrable securities may be sold in one
           or more transactions at fixed prices, at


                                       A-4

<PAGE>




           prevailing market prices at the time of sale, at varying prices
           determined at the time of sale, or at negotiated prices. Such sales
           may be effected in transactions (which may involve block
           transactions) (i) on any national securities exchange or quotation
           service on which the registrable securities may be listed or quoted
           at the time of sale, (ii) in the over-the-counter market, (iii)
           otherwise than on such exchanges or services or in the
           over-the-counter market, or (iv) through the writing of options. In
           connection with sales of the registrable securities or otherwise, the
           undersigned may enter into hedging transactions with broker-dealers,
           which may in turn engage in short sales of the registrable securities
           and deliver registrable securities to close out such short positions,
           or loan or pledge registrable securities to broker-dealers that in
           turn may sell such securities.

           State any exceptions here:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

7.         NASD affiliates and Relationships with Broker-Dealers:

           Except as set forth below, the undersigned is not a broker or dealer
           (as such terms are defined in the Securities Exchange Act of 1934, as
           amended (the "Exchange Act"), or an "affiliate" (see definition
           above) of any broker or dealer.

           State any exceptions here:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

           If the undersigned is not a broker-dealer but is an affiliate of a
           broker-dealer, please check the appropriate box next to each
           statement if the following statements are true:

                  [ ]      the undersigned has acquired the registrable
                           securities in the ordinary course of its business

                  [ ]      the undersigned did not have any arrangement or
                           agreement with any person with respect to the
                           distribution of the registrable securities at the
                           time that it acquired the registrable securities

           The undersigned acknowledges, agrees and understands that if (a) the
           undersigned is a broker or dealer or (b) unless both of the above
           boxes are checked, the undersigned is an affiliate of a broker or
           dealer, the undersigned may need to be identified as an "underwriter"
           in the shelf registration statement (or any additional registration
           statement related thereto) and the related prospectus.


                                       A-5

<PAGE>




           List the name and address of any NASD affiliate and briefly describe
           the nature of the relationship and any arrangements relating to the
           sale of any of the registrable securities:

           ---------------------------------------------------------------------

           ---------------------------------------------------------------------

                  The undersigned acknowledges that it understands its
obligation to comply with the provisions of the Securities Act and the Exchange
Act and the rules thereunder relating to prospectus delivery requirements, stock
manipulation, particularly Regulation M thereunder (or any successor rules or
regulations), in connection with any offering of registrable securities pursuant
to the shelf registration statement, or fail to take such action. The
undersigned agrees that neither it nor any person acting on its behalf will
engage in any transaction, or fail to take such action, in violation of such
provisions.

                  The selling securityholder hereby acknowledges its obligations
under the Registration Rights Agreement to indemnify and hold harmless certain
persons as set forth therein.

                  Pursuant to the Registration Rights Agreement, the Company has
agreed under certain circumstances to indemnify the selling securityholders
against certain liabilities.

                  In accordance with the undersigned's obligation under the
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the shelf registration statement (or any additional
registration statement related thereto) and the related prospectus, the
undersigned agrees to promptly notify the company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
at any time while the shelf registration statement (or any additional
registration statement related thereto) and the related prospectus remain
effective. All notices hereunder and pursuant to the registration rights
agreement shall be made in writing at the address set forth below.




                                       A-6

<PAGE>



                  By signing below, the undersigned consents to the disclosure
of the information contained herein in its answers to items (1) through (7)
above and the inclusion of such information in the shelf registration statement
(or any additional registration statement related thereto) and the related
prospectus. The undersigned understands that such information will be relied
upon by the Company in connection with the preparation or amendment of the shelf
registration statement (or any additional registration statement related
thereto) and the related prospectus.


                  IN WITNESS WHEREOF, the undersigned, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.


                                     Beneficial Owner

                                     By:
                                        --------------------------------------
                                     Name:
                                     Title:
Dated:


                                       A-7