<PAGE>
                                                                   EXHIBIT 4.3

                              BURKE INDUSTRIES, INC.
                             2250 South Tenth Street
                                San Jose, CA 95112

                                  $110,000,000

                            10% SENIOR NOTES DUE 2007

                          REGISTRATION RIGHTS AGREEMENT

                                                            New York, New York
                                                               August 20, 1997


NationsBanc Capital Markets, Inc.
NationsBank Corporate Center
100 North Tryon Street, NC1-007-07-01
Charlotte, North Carolina  28255-0001

Ladies and Gentlemen:

         Burke Industries, Inc., as successor-in-interest to JFL Merger Co. 
pursuant to an Agreement and Plan of Merger dated August 20, 1997, a 
California corporation (the "Company"), proposes to issue and sell (the 
"Initial Placement") to the Initial Purchaser, upon the terms set forth in a 
purchase agreement of even date herewith (the "Purchase Agreement"), its 10% 
Senior Notes due 2007 (the "Notes").  As an inducement to the Initial 
Purchaser to enter into the Purchase Agreement and purchase the Notes and in 
satisfaction of a condition to your obligations under the Purchase Agreement, 
the Company and the Subsidiary Guarantors (as defined below) agree with you 
for the benefit of the holders from time to time of the Notes (including the 
Initial Purchaser) (each of the foregoing a "Holder" and together the 
"Holders"), as follows:

         1.  DEFINITIONS.  Capitalized terms used herein without definition 
shall have their respective meanings set forth in the Purchase Agreement.  As 
used in this Agreement, the following capitalized defined terms shall have 
the following meanings:

         "AFFILIATE" of any specified person means any other person that, 
     directly or indirectly, is in control of, is controlled by, or is under 
     common control with, such specified person.  For purposes of this 
     definition, control of a person means the power, direct or indirect, to 
     direct or cause the direction of the management and policies of such 
     person whether by contract or otherwise; and the terms "controlling" and 
     "controlled" have meanings correlative to the foregoing.

         "CLOSING DATE" has the meaning set forth in the Purchase Agreement.

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                                      2

         "COMMISSION" means the Securities and Exchange Commission.

         "COMPANY" has the meaning set forth in the preamble hereto.

         "EFFECTIVENESS TARGET DATE" has the meaning set forth in Section 
     5(b) hereto.

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

         "EXCHANGE NOTES" means debt securities issued by the Company and 
     guaranteed by the Subsidiary Guarantors, identical in all material 
     respects to the Notes (except that (i) interest thereon shall accrue 
     from the last date on which interest was paid on the Notes or, if no 
     such interest has been paid, from August 20, 1997 and (ii) the interest 
     rate step-up provisions and the transfer restrictions pertaining to the 
     Notes will be modified or eliminated, as appropriate, in the Exchange 
     Notes), to be issued under the Indenture.

         "EXCHANGE OFFER" means the proposed offer to the Holders to issue 
     and deliver to such Holders, in exchange for the Notes, a like principal 
     amount of Exchange Notes.

         "EXCHANGE OFFER REGISTRATION PERIOD" means the longer of (A) the 
     period until the consummation of the Exchange Offer and (B) two years 
     after effectiveness of the Exchange Offer Registration Statement, 
     exclusive of any period during which any stop order shall be in effect 
     suspending the effectiveness of the Exchange Offer Registration 
     Statement; PROVIDED, HOWEVER, that in the event that all resales of 
     Exchange Notes (including, subject to the time periods set forth herein, 
     any resales by Exchanging Dealers) covered by such Exchange Offer 
     Registration Statement have been made, the Exchange Offer Registration 
     Statement need not remain continuously effective for the period set 
     forth in clause (B) above.

         "EXCHANGE OFFER REGISTRATION STATEMENT" means a registration 
     statement of the Company on an appropriate form under the Securities Act 
     with respect to the Exchange Offer, all amendments and supplements to 
     such registration statement, including post-effective amendments, in 
     each case including the Prospectus contained therein, all exhibits 
     thereto and all material incorporated by reference therein.

         "EXCHANGING DEALER" means any Holder (which may include the Initial 
     Purchaser) that is a broker-dealer, electing to exchange Notes acquired 
     for its own account as a result of market-making activities or other 
     trading activities for Exchange Notes.


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                                      3

         "FINAL MEMORANDUM" has the meaning set forth in the Purchase 
     Agreement.

         "GUARANTEES" has the meaning set forth in the Purchase Agreement.

         "SUBSIDIARY GUARANTORS" has the meaning set forth in the preamble 
     hereto.

         "HOLDER" has the meaning set forth in the preamble hereto.

         "INDENTURE" means the indenture relating to the Notes and the 
     Exchange Notes, to be dated as of the Closing Date, among the Company, 
     Burke Flooring Products, Inc., Burke Custom Processing, Inc. and Burke 
     Rubber Company, Inc., as Subsidiary Guarantors, and United States Trust 
     Company of New York, as trustee, as the same may be amended, 
     supplemented, waived or otherwise modified from time to time in 
     accordance with the terms thereof.

         "INITIAL PLACEMENT" has the meaning set forth in the preamble hereto.

         "INITIAL PURCHASER" has the meaning set forth in the Purchase 
     Agreement.

         "LIQUIDATED DAMAGES" has the meaning set forth in Section 5(b) 
     hereto.

         "LOSSES" has the meaning set forth in Section 6(d) hereto.

         "MAJORITY HOLDERS" means the Holders of a majority of the aggregate 
     principal amount of Notes registered under a Registration Statement.

         "MANAGING UNDERWRITERS" means the investment banker or investment 
     bankers and manager or managers that shall administer an underwritten 
     offering under a Shelf Registration Statement.

          "NOTES" has the meaning set forth in the preamble hereto.

          "PROSPECTUS" means the prospectus included in any Registration 
     Statement (including, without limitation, a prospectus that discloses 
     information previously omitted from a prospectus filed as part of an 
     effective registration statement in reliance upon Rule 430A under the 
     Securities Act), as amended or supplemented by any prospectus 
     supplement, with respect to the terms of the offering of any portion of 
     the Notes or the Exchange Notes covered by such Registration Statement, 
     and all amendments and supplements to the Prospectus, including 
     post-effective amendments.

         "PURCHASE AGREEMENT" has the meaning set forth in the preamble 
     hereto.


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                                      4

         "REGISTRATION DEFAULT" has the meaning set forth in Section 5(b) 
     hereto.

         "REGISTRATION STATEMENT" means any Exchange Offer Registration 
     Statement or Shelf Registration Statement that covers any of the Notes or 
     the Exchange Notes (including the Guarantees thereon) pursuant to the 
     provisions of this Agreement, amendments and supplements to such 
     registration statement, including post-effective amendments, in each case 
     including the Prospectus contained therein, all exhibits thereto, and all 
     material incorporated by reference therein.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and 
     the rules and regulations of the Commission promulgated thereunder.

         "SHELF REGISTRATION" means a registration effected pursuant to 
     Section 3 hereof.

         "SHELF REGISTRATION PERIOD" has the meaning set forth in Section 
     3(b) hereof.

         "SHELF REGISTRATION STATEMENT" means a "shelf" registration 
     statement of the Company pursuant to the provisions of Section 3 hereof, 
     which covers some or all of the Notes or Exchange Notes, as applicable 
     (including the Guarantees thereon), on an appropriate form under Rule 
     415 under the Securities Act, or any similar rule that may be adopted by 
     the Commission, amendments and supplements to such registration 
     statement, including post-effective amendments, in each case including 
     the Prospectus contained therein, all exhibits thereto and all material 
     incorporated by reference therein.

         "SUBSIDIARY GUARANTORS" has the meaning set forth in the Indenture.

         "TRUSTEE" means the trustee with respect to the Notes or Exchange 
     Notes, as applicable, under the Indenture.

         "UNDERWRITER" means any underwriter of Notes in connection with an 
     offering thereof under a Shelf Registration Statement.

         2.  Exchange Offer; Resales of Exchange Notes by Exchanging Dealers; 
     Private Exchange.  

         (a) The Company and the Subsidiary Guarantors shall prepare and, on 
or prior to the 60th calendar day following the Closing Date, shall file with 
the Commission the Exchange Offer Registration Statement with respect to the 
Exchange Offer.  The Company and the Subsidiary Guarantors shall use their 
best efforts (i) to cause the Exchange Offer Registration Statement to be 
declared effective under the Securities Act on or prior to the 120th calendar 
day following the Closing Date and remain effective until the closing of the 

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                                      5

Exchange Offer and (ii) to consummate the Exchange Offer on or prior to the 
150th calendar day following the Closing Date.

         (b)  Upon the effectiveness of the Exchange Offer Registration 
Statement, the Company and the Subsidiary Guarantors shall promptly commence 
the Exchange Offer, it being the objective of such Exchange Offer to enable 
each Holder electing to exchange Notes for Exchange Notes (assuming that such 
Holder (x) is not an "affiliate" of the Company within the meaning of the 
Securities Act, (y) is not a broker-dealer that acquired the Notes in a 
transaction other than as a part of its market-making or other trading 
activities and (z) if such Holder is not a broker-dealer, acquires the 
Exchange Notes in the ordinary course of such Holder's business, is not 
participating in the distribution of the Exchange Notes and has no 
arrangements or understandings with any person to participate in the 
distribution of the Exchange Notes) to resell such Exchange Notes from and 
after their receipt without any limitations or restrictions under the 
Securities Act and without material restrictions under the securities laws of 
a substantial proportion of the several states of the United States.

         (c)   In connection with the Exchange Offer, the Company shall 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, stating, in addition to such other disclosures as 
are required by applicable law:

         (i)   that the Exchange Offer is being made pursuant to this Agreement 
     and that all Notes validly tendered will be accepted for exchange;

         (ii)  the dates of acceptance for exchange;

         (iii) that any Note not tendered will remain outstanding and 
     continue to accrue interest, but will not retain any rights under this 
     Agreement;

         (iv)  that Holders electing to have a Note exchanged pursuant to the 
     Exchange Offer will be required to surrender such Note, together with 
     the enclosed letters of transmittal, to the institution and at the 
     address (located in the Borough of Manhattan, The City of New York) 
     specified in the notice prior to the close of business on the last day 
     of acceptance for exchange; and

         (v)   that Holders will be entitled to withdraw their election, not 
     later than the close of business on the last day of acceptance for 
     exchange, by sending to the institution and at the address (located in 
     the Borough of Manhattan, The City of New York) specified in the notice 
     a telegram, telex, facsimile transmission or letter setting forth the 
     name of such Holder, the principal amount of Notes delivered for 
     exchange and a statement that such Holder is withdrawing his election to 
     have such Notes exchanged; and shall keep the Exchange Offer open for 
     acceptance for not less than 

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                                      6

     30 days and not more than 45 days (or longer if required by applicable 
     law) after the date notice thereof is mailed to the Holders; utilize the 
     services of a depositary for the Exchange Offer with an address in the 
     Borough of Manhattan, The City of New York; and comply in all respects 
     with all applicable laws relating to the Exchange Offer.

         (d)    As soon as practicable after the close of the Exchange Offer, 
the Company shall:

         (i)    accept for exchange all Notes duly tendered and not validly 
     withdrawn pursuant to the Exchange Offer;

         (ii)   deliver to the Trustee for cancellation all Notes so accepted 
     for exchange; and

         (iii)  cause the Trustee promptly to authenticate and deliver to 
     each Holder the Exchange Notes equal in principal amount to the Notes of 
     such Holder so accepted for exchange.

         (e)    The Initial Purchaser, the Company and the Subsidiary 
Guarantors acknowledge that, pursuant to interpretations by the staff of the 
Commission of Section 5 of the Securities Act, and in the absence of an 
applicable exemption therefrom, each Exchanging Dealer is required to deliver 
a Prospectus in connection with a sale of any Exchange Notes received by such 
Exchanging Dealer pursuant to the Exchange Offer in exchange for Notes 
acquired for its own account as a result of market-making activities or other 
trading activities.  Accordingly, the Company and the Subsidiary Guarantors 
shall:

         (i)    include the information set forth in Annex A hereto on the 
     cover of the Exchange Offer Registration Statement, in Annex B hereto in 
     the forepart of the Exchange Offer Registration Statement in a section 
     setting forth details of the Exchange Offer, in Annex C hereto in the 
     underwriting or plan of distribution section of the Prospectus forming a 
     part of the Exchange Offer Registration Statement, and in Annex D hereto 
     in the letter of transmittal delivered pursuant to the Exchange Offer; 
     and

         (ii)   use its best efforts to keep the Exchange Offer Registration 
     Statement continuously effective under the Securities Act during the 
     Exchange Offer Registration Period for delivery of the prospectus 
     included therein by Exchanging Dealers in connection with sales of 
     Exchange Notes received pursuant to the Exchange Offer, as contemplated 
     by Section 4(h) below; PROVIDED, HOWEVER, that the Company shall not be 
     required to maintain the effectiveness of the Exchange Offer 
     Registration Statement for more than 60 days following the consummation 
     of the Exchange Offer unless the 

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                                      7

     Company has been notified in writing on or prior to the 60th day following
     the consummation of the Exchange Offer by one or more Exchanging Dealers 
     that such Holder has received Exchange Notes as to which it will be 
     required to deliver a prospectus upon resale.

         (f)    In the event that the Initial Purchaser determines that it is 
not eligible to participate in the Exchange Offer with respect to the 
exchange of Notes constituting any portion of an unsold allotment, upon the 
effectiveness of the Shelf Registration Statement as contemplated by Section 
3 hereof and at the request of the Initial Purchaser, the Company shall issue 
and deliver to the Initial Purchaser, or to the party purchasing Exchange 
Notes registered under the Shelf Registration Statement from the Initial 
Purchaser, in exchange for such Notes, a like principal amount of Exchange 
Notes.  The Company shall use its best efforts to cause the CUSIP Service 
Bureau to issue the same CUSIP number for such Exchange Notes as for Exchange 
Notes issued pursuant to the Exchange Offer.

         (g)    The Company and the Subsidiary Guarantors shall use their 
best efforts to complete the Exchange Offer as provided above and shall 
comply with the applicable requirements of the Securities Act, the Exchange 
Act and other applicable laws and regulations in connection with the Exchange 
Offer.  The Exchange Offer shall not be subject to any conditions, other than 
that the Exchange Offer does not violate applicable law or any applicable 
interpretation of the staff of the Commission.  The Company shall inform the 
Initial Purchaser of the names and addresses of the Holders to whom the 
Exchange Offer is made, and the Initial Purchaser shall have the right, 
subject to applicable law, to contact such Holders and otherwise facilitate 
the tender of Notes in the Exchange Offer.

         3.     SHELF REGISTRATION.  If (i) because of any change in law or 
applicable interpretations thereof by the Commission's staff, the Company 
determines upon advice of its outside counsel that it is not permitted to 
effect the Exchange Offer as contemplated by Section 2 hereof or (ii) for any 
reason other than those specified clause (i) above, the Exchange Offer is not 
consummated within 150 days of the Closing Date unless the Exchange Offer has 
commenced, in which case, the Exchange Offer is not consummated within 30 
days after the date on which the Exchange Offer was commenced or (iii) the 
Initial Purchaser so requests with respect to Notes held by it following 
consummation of the Exchange Offer, or (iv) any Holder (other than the 
Initial Purchaser) is not eligible to participate in the Exchange Offer or 
has participated in the Exchange Offer and has received Exchange Notes that 
are not freely tradeable or (v) in the case where the Initial Purchaser 
participates in the Exchange Offer or acquires Exchange Notes pursuant to 
Section 2(f) hereof, the Initial Purchaser does not receive freely tradeable 
Exchange Notes in exchange for Notes constituting any portion of an unsold 
allotment (it being understood that, for purposes of this Section 3, (x) the 
requirement that the Initial Purchaser deliver a Prospectus containing the 
information required by Items 507 and/or 508 of Regulation S-K under the 
Securities Act in connection with sales of Exchange Notes acquired in 
exchange for such 

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                                      8

Notes shall result in such Exchange Notes being not "freely tradeable" and 
(y) the requirement that an Exchanging Dealer deliver a Prospectus in 
connection with sales of Exchange Notes acquired in the Exchange Offer in 
exchange for Notes acquired as a result of market-making activities or other 
trading activities shall not result in such Exchange Notes being not "freely 
tradeable"), the following provisions shall apply:

         (a)    The Company and the Subsidiary Guarantors shall, as promptly 
     as practicable (but in any event on or prior to 60 days after such 
     filing obligation arises), file with the Commission a Shelf Registration 
     Statement relating to the offer and sale of the Notes or the Exchange 
     Notes, as applicable, by the Holders from time to time in accordance 
     with the methods of distribution elected by such Holders and set forth 
     in such Shelf Registration Statement and Rule 415 under the Securities 
     Act, provided that, with respect to Exchange Notes received by the 
     Initial Purchaser in exchange for Notes constituting any portion of an 
     unsold allotment, the Company and the Subsidiary Guarantors may, if 
     permitted by current interpretations by the Commission's staff, file a 
     post-effective amendment to the Exchange Offer Registration Statement 
     containing the information required by Regulation S-K Items 507 and/or 
     508, as applicable, in satisfaction of its obligations under this 
     paragraph (a) with respect thereto, and any such Exchange Offer 
     Registration Statement, as so amended, shall be referred to herein as, 
     and governed by the provisions herein applicable to, a Shelf 
     Registration Statement.

         (b)    The Company and the Subsidiary Guarantors shall use their 
     best efforts to cause the Shelf Registration Statement to be declared 
     effective under the Securities Act as promptly as possible after filing 
     such Shelf Registration Statement pursuant to this Section 3 and to keep 
     such Shelf Registration Statement continuously effective in order to 
     permit the Prospectus contained therein to be usable by Holders for a 
     period of [two] years from the date the Shelf Registration Statement is 
     declared effective by the Commission or such shorter period that will 
     terminate when all the Notes or Exchange Notes, as applicable, covered 
     by the Shelf Registration Statement have been sold pursuant to the Shelf 
     Registration Statement (in any such case, such period being called the 
     "Shelf Registration Period"). The Company shall be deemed not to have 
     used its best efforts to keep the Shelf Registration Statement effective 
     during the requisite period if it voluntarily takes any action that 
     would result in Holders of Notes covered thereby not being able to offer 
     and sell such Notes during that period, unless (i) such action is 
     required by applicable law or (ii) such action is taken by the Company 
     in good faith and for valid business reasons (not including avoidance of 
     the Company's obligations hereunder), including the acquisition or 
     divestiture of assets, so long as the Company promptly thereafter 
     complies with the requirements of Section 4(k) hereof, if applicable.


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                                      9

         4.     REGISTRATION PROCEDURES.  In connection with any Shelf 
Registration Statement and, to the extent applicable, any Exchange Offer 
Registration Statement, the following provisions shall apply:

        (a)     The Company and the Subsidiary Guarantors shall, within a 
     reasonable time prior to the filing of any Registration Statement, any 
     Prospectus, any amendment to a Registration Statement or amendment or 
     supplement to a Prospectus or any document which is to be incorporated 
     by reference into a Registration Statement or a Prospectus after initial 
     filing of a Registration Statement, provide copies of such document to 
     the Initial Purchaser and its counsel (and, in the case of a Shelf 
     Registration Statement, the Holders and their counsel) and make such 
     representatives of the Company and the Subsidiary Guarantors as shall be 
     reasonably requested by the Initial Purchaser or its counsel (and, in 
     the case of a Shelf Registration Statement, the Holders or their 
     counsel) available for discussion of such document, and shall not at any 
     time file or make any amendment to the Registration Statement, any 
     Prospectus or any amendment of or supplement to a Registration Statement 
     or a Prospectus or any document which is to be incorporated by reference 
     into a Registration Statement or a Prospectus, of which the Initial 
     Purchaser and its counsel (and, in the case of a Shelf Registration 
     Statement, the Holders and their counsel) shall not have previously been 
     advised and furnished a copy or to which the Initial Purchaser or its 
     counsel (and, in the case of a Shelf Registration Statement, the Holders 
     or their counsel) shall object, except for any amendment or supplement 
     or document (a copy of which has been previously furnished to the 
     Initial Purchaser and its counsel (and, in the case of a Shelf 
     Registration Statement, the Holders and their counsel)) which counsel to 
     the Company and the Subsidiary Guarantors shall advise the Company and 
     the Subsidiary Guarantors, in the form of a written legal opinion, is 
     required in order to comply with applicable law; the Initial Purchaser 
     agrees that, if it receives timely notice and drafts under this clause 
     (a), it will not take actions or make objections pursuant to this clause 
     (a) such that the Company and the Subsidiary Guarantors are unable to 
     comply with their obligations under Section 2.

         (b)    The Company and the Subsidiary Guarantors shall ensure that:

                (i)    any Registration Statement and any amendment thereto 
         and any Prospectus contained therein and any amendment or supplement 
         thereto complies in all material respects with the Securities Act 
         and the rules and regulations thereunder;

                (ii)   any 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


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                                      10

                (iii)  any Prospectus forming part of any Registration 
         Statement, including any amendment or supplement to such Prospectus, 
         does 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 light of the circumstances under which they were made, 
         not misleading.

         (c)    (1)    The Company shall advise the Initial Purchaser and, in 
     the case of a Shelf Registration Statement, the Holders of Notes covered 
     thereby, and, if requested by the Initial Purchaser or any such Holder, 
     confirm such advice in writing:

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

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

         (2)    During the Shelf Registration Period or the Exchange Offer 
     Registration Period, as applicable, the Company shall advise the Initial 
     Purchaser and, in the case of a Shelf Registration Statement, the 
     Holders of Notes covered thereby, and, in the case of an Exchange Offer 
     Registration Statement, any Exchanging Dealer that has provided in 
     writing to the Company a telephone or facsimile number and address for 
     notices, and, if requested by the Initial Purchaser or any such Holder 
     or Exchanging Dealer, confirm such advice in writing:

                (i)    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;

                (ii)   of the receipt by the Company of any notification with 
         respect to the suspension of the qualification of the Notes included 
         therein for sale in any jurisdiction or the initiation or 
         threatening of any proceeding for such purpose; and

                (iii)  of the happening of any event that requires the making 
         of any changes in the Registration Statement or the Prospectus so 
         that, as of such date, the Registration Statement or the Prospectus 
         does not include an untrue statement of a material fact or omit to 
         state a material fact necessary to make the statements therein (in 
         the case of the Prospectus, in light of the circumstances under 
         which they were made) not misleading (which advice 

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                                      11

         shall be accompanied by an instruction to suspend the use of the 
         Prospectus until the requisite changes have been made).

                (d)    The Company and the Subsidiary Guarantors shall use 
     their best efforts to obtain the withdrawal of any order suspending the 
     effectiveness of any Registration Statement at the earliest possible 
     time.

                (e)    The Company shall furnish to each Holder of Notes 
     covered by any Shelf Registration Statement, without charge, at least 
     one copy of such 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 
     incorporated by reference).

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

                (g)    The Company shall furnish to each Exchanging Dealer 
     that 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, any documents incorporated 
     by reference therein and, if the Exchanging Dealer so requests in 
     writing, all exhibits thereto (including those incorporated by 
     reference).

                (h)    The Company shall, during the Exchange Offer 
     Registration Period, promptly deliver to each Exchanging Dealer, without 
     charge, as many copies of the Prospectus included in such Exchange Offer 
     Registration Statement and any amendment or supplement thereto as such 
     Exchanging Dealer may reasonably request for delivery by such Exchanging 
     Dealer in connection with a sale of Exchange Notes received by it 
     pursuant to the Exchange Offer; and the Company consents to the use of 
     the Prospectus or any amendment or supplement thereto by any such 
     Exchanging Dealer, as provided in Section (2)(e) above.

                (i)    Prior to the Exchange Offer or any other offering of 
     Notes pursuant to any Registration Statement, the Company and the 
     Subsidiary Guarantors shall register or qualify or cooperate with the 
     Holders of Notes included therein and their respective counsel in 
     connection with the registration or qualification of such Notes for 
     offer and sale under the securities or blue sky laws of such states as 
     any such Holders 


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                                      12

     reasonably request in writing and do any and all other acts or things 
     necessary or advisable to enable the offer and sale in such states of 
     the Notes covered by such Registration Statement; PROVIDED, HOWEVER, 
     that the Company and the Subsidiary Guarantors will not be required to 
     qualify as a foreign corporation or as a dealer in securities in any 
     jurisdiction in which it is not then so qualified, to file any general 
     consent to service of process or to take any action that would subject 
     it to general service of process in any such jurisdiction where it is 
     not then so subject or to subject itself to taxation in respect of doing 
     business in any jurisdiction in which it is not otherwise so subject.

         (j)    The Company shall cooperate with the Holders to facilitate 
     the timely preparation and delivery of certificates representing Notes 
     to be sold pursuant to any Registration Statement free of any 
     restrictive legends and in denominations of $1,000 or an integral 
     multiple thereof and registered in such names as Holders may request 
     prior to sales of Notes pursuant to such Registration Statement.

         (k)    Upon the occurrence of any event contemplated by paragraph 
     (c)(2)(iii) of this Section 4, the Company and the Subsidiary Guarantors 
     shall promptly prepare and file a post-effective amendment to any 
     Registration Statement or an amendment or supplement to the related 
     Prospectus or any other required document so that, as thereafter 
     delivered to purchasers of the Notes included therein, the Prospectus 
     will not include an untrue statement of a material fact or omit to state 
     any material fact necessary to make the statements therein, in light of 
     the circumstances under which they were made, not misleading and, in the 
     case of a Shelf Registration Statement, notify the Holders to suspend 
     use of the Prospectus as promptly as practicable after the occurrence of 
     such an event.

         (l)    Not later than the effective date of any such Registration 
     Statement hereunder, the Company shall provide a CUSIP number for the 
     Notes or Exchange Notes, as the case may be, registered under such 
     Registration Statement, and provide the Trustee with printed 
     certificates for such Notes or Exchange Notes, in a form eligible for 
     deposit with The Depository Trust Company.

         (m)    The Company shall use its best efforts to comply with all 
     applicable rules and regulations of the Commission and shall make 
     generally available to its security holders as soon as practicable after 
     the effective date of the applicable Registration Statement an earnings 
     statement satisfying the provisions of Section 11(a) of the Securities 
     Act.

         (n)    The Company shall cause the Indenture to be qualified under 
     the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), 
     in a timely manner.

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                                      13

         (o)    The Company may require each Holder of Notes to be sold 
     pursuant to any Shelf Registration Statement to furnish to the Company 
     such information regarding the Holder and the distribution of such Notes 
     as the Company may from time to time reasonably require for inclusion in 
     such Registration Statement.

         (p)    The Company shall, if requested, promptly incorporate in a 
     Prospectus supplement or post-effective amendment to a Shelf 
     Registration Statement, such information as the Managing Underwriters, 
     if any, and Majority Holders reasonably agree should be included 
     therein, and shall make all required filings of such Prospectus 
     supplement or post-effective amendment promptly upon notification of the 
     matters to be incorporated in such Prospectus supplement or 
     post-effective amendment.

         (q)    In the case of any Shelf Registration Statement, the Company 
     and the Subsidiary Guarantors shall enter into such agreements 
     (including underwriting agreements) and take all other appropriate 
     actions in order to expedite or to facilitate the registration or the 
     disposition of any Notes included therein, and in connection therewith, 
     if an underwriting agreement is entered into, cause the same to contain 
     indemnification provisions and procedures no less favorable than those 
     set forth in Section 6 (or such other provisions and procedures 
     acceptable to the Majority Holders and the Managing Underwriters, if 
     any) with respect to all parties to be indemnified pursuant to Section 6.

         (r)    In the case of any Shelf Registration Statement, the Company 
     and the Subsidiary Guarantors shall:

                (i)    make reasonably available for inspection by the 
         Holders of Notes to be registered thereunder, any underwriter 
         participating in any disposition pursuant to such Shelf Registration 
         Statement, and any attorney, accountant or other agent retained by 
         the Holders or any such underwriter all relevant financial and other 
         records, pertinent corporate documents and properties of the Company 
         any and its subsidiaries;

                (ii)   cause the Company's and the Subsidiary Guarantors' 
         officers, directors and employees to supply all relevant information 
         reasonably requested by the Holders or any such underwriter, 
         attorney, accountant or agent in connection with any such 
         Registration Statement as is customary for similar due diligence 
         examinations and make such representatives of the Company and the 
         Subsidiary Guarantors as shall be reasonably requested by the 
         Initial Purchaser or Managing Underwriters, if any, available for 
         discussion of any such Registration Statement; PROVIDED, HOWEVER, 
         that any information that is designated in writing by the Company or 
         the Subsidiary

<PAGE>

                                      14

         Guarantors, in good faith, as confidential at the time of delivery of 
         such information shall be kept confidential by the Holders or any such
         underwriter, attorney, accountant or agent, unless such disclosure is 
         made in connection with a court proceeding or required by law, or 
         such information becomes available to the public generally or through 
         a third party without an accompanying obligation of confidentiality 
         other than as a result of a disclosure of such information by any 
         such Holder, underwriter, attorney, accountant or agent;

               (iii)   make such representations and warranties to the 
         Holders of Notes registered thereunder and the underwriters, if any, 
         in form, substance and scope as are customarily made by issuers to 
         underwriters in similar underwritten offerings as may be reasonably 
         requested by them;

                (iv)   obtain opinions of counsel to the Company and the 
         Subsidiary Guarantors and updates thereof (which counsel and 
         opinions (in form, scope and substance) shall be reasonably 
         satisfactory to the Managing Underwriters, if any) addressed to each 
         selling Holder and the underwriters, if any, covering such matters 
         as are customarily covered in opinions requested in similar 
         underwritten offerings and such other matters as may be reasonably 
         requested by such Holders and underwriters;

                (v)    obtain "cold comfort" letters and updates thereof from 
         the independent certified public accountants of the Company and the 
         Subsidiary Guarantors (and, if necessary, any other independent 
         certified public accountants of any subsidiary of the Company or of 
         any business acquired by the Company for which financial statements 
         and financial data are, or are required to be, included in the 
         Registration Statement), addressed to the underwriters, if any, and 
         use reasonable efforts to have such letter addressed to the selling 
         Holders of Notes registered thereunder (to the extent consistent 
         with Statement on Auditing Standards No. 72 of the American 
         Institute of Certified Public Accountants (AICPA) ("SAS 72")), in 
         customary form and covering matters of the type customarily covered 
         in "cold comfort" letters in connection with similar underwritten 
         offerings, or if the provision of such "cold comfort" letters is not 
         permitted by SAS No. 72 or if requested by the Initial Purchaser or 
         its counsel in lieu of a "cold comfort" letter, an agreed-upon 
         procedures letter under Statement on Auditing Standards No. 35 of 
         the AICPA, covering matters requested by the Initial Purchaser or 
         its counsel; and

                (vi)   deliver such documents and certificates as may be 
         reasonably requested by the Majority Holders and the Managing 
         Underwriters, if any, and customarily delivered in similar 
         offerings, including those to evidence

<PAGE>

                                      15

         compliance with Section 4(k) and with any conditions contained in the 
         underwriting agreement or other agreement entered into by the Company.

         The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) 
     of this Section 4(r) shall be performed at (A) the effectiveness of such 
     Shelf Registration Statement and each post-effective amendment thereto 
     and (B) each closing under any underwriting or similar agreement as and 
     to the extent required thereunder.

         (s)    The Company and the Subsidiary Guarantors shall, in the case 
of a Shelf Registration, use their best efforts to cause all Notes to be 
listed on any securities exchange or any automated quotation system on which 
similar securities issued by the Company are then listed if requested by the 
Majority Holders, to the extent such Notes satisfy applicable listing 
requirements.

         (t)    The Company and the Subsidiary Guarantors shall use their 
best efforts to cause the Exchange Notes or Notes, as the case may be, to be 
rated by two nationally recognized statistical rating organizations (as such 
term is defined in Rule 436(g)(2) under the 1933 Act).

         5.     Registration Expenses; Remedies.  (a)  The Company and the 
Subsidiary Guarantors shall bear all expenses incurred in connection with the 
performance of their obligations under Sections 2, 3 and 4 hereof, including 
without limitation:  (i) all Commission or National Association of Securities 
Dealers, Inc. registration and filing fees, (ii) all fees and expenses 
incurred in connection with compliance with state securities or blue sky laws 
(including reasonable fees and disbursements of counsel for any underwriters 
or Holders in connection with blue sky qualification of any of the Exchange 
Notes or Notes), (iii) all expenses of any persons in preparing or assisting 
in preparing, word processing, printing and distributing any Registration 
Statement, any Prospectus, any amendments or supplements thereto, any 
underwriting agreements, securities sales agreements and other documents 
relating to the performance of and compliance with this Agreement, (iv) all 
rating agency fees, if any, (v) all fees and disbursements relating to the 
qualification of the Indenture under applicable securities laws, (vi) the 
fees and disbursements of the Trustee and its counsel, (vii) the fees and 
disbursements of counsel for the Company and the Subsidiary Guarantors and, 
in the case of a Shelf Registration Statement, the fees and disbursements, of 
one counsel for the Holders (which counsel shall be selected by the Majority 
Holders and which counsel may also be counsel for the Initial Purchaser) and 
in the case of any Exchange Offer Registration Statement, the reasonable fees 
and expenses of counsel to the Initial Purchaser acting in connection 
therewith and (viii) the fees and disbursements of the independent public 
accountants of the Company and the Subsidiary Guarantors, including the 
expenses of any special audits or "cold comfort" letters required by or 
incident to such performance and compliance, but excluding fees and expenses 
of counsel to the underwriters (other than fees and expenses set forth in 
clause (ii) above) or the Holders and underwriting 


<PAGE>

                                      16

discounts and commissions and transfer taxes, if any, relating to the sale or 
disposition of Notes by a Holder.
 
         (b)    The Notes provide that if (i) the Company fails to file any 
of the Registration Statements required by this Agreement on or before the 
date specified for such filing, (ii) any of such Registration Statements is 
not declared effective by the Commission on or prior to the date specified 
for such effectiveness (the "Effectiveness Target Date"), (iii) the Company 
fails to consummate the Exchange Offer within 30 business days of the 
Effectiveness Target Date with respect to Exchange Offer Registration 
Statement or (iv) the Shelf Registration Statement or the Exchange Offer 
Registration Statement is declared effective but thereafter ceases to be 
effective or usable in connection with resales of the Notes during the 
periods specified in this Agreement (each such event referred to in clauses 
(i) through (iv) above a "Registration Default"), then the Company will pay 
liquidated damages ("Liquidated Damages") to each Holder of Notes, with 
respect to the first 90-day period immediately following the occurrence of 
such Registration Default in an amount equal to $0.05 per week per $1,000 
principal amount of Notes held by such Holder.  The amount of the Liquidated 
Damages will increase by an additional $0.05 per week per $1,000 principal 
amount of Notes with respect to each subsequent 90-day period until all 
Registration Defaults have been cured, up to a maximum amount of Liquidated 
Damages of $0.30 per week per $1,000 principal amount of Notes.  Upon the 
filing of the required Registration Statement, the consummation of the 
Exchange Offer or the effectiveness of a Shelf Registration Statement, as the 
case may be, Liquidated Damages will cease to accrue from the date of such 
filing, consummation or effectiveness, as the case may be; PROVIDED, HOWEVER, 
that, if after the date such Liquidated Damages cease to accrue, a different 
event specified in clause (i), (ii), (iii) or (iv) above occurs, Liquidated 
Damages may again commence accruing pursuant to the foregoing provisions.

         (c)    Without limiting the remedies available to the Initial 
Purchaser and the Holders, the Company and the Subsidiary Guarantors 
acknowledge that any failure by the Company and the Subsidiary Guarantors to 
comply with their respective obligations under Sections 2 and 3 hereof may 
result in material irreparable injury to the Initial Purchaser 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 Purchaser or any Holder may obtain such relief as 
may be required to specifically enforce the Company's and the Subsidiary 
Guarantors' obligations under Sections 2 and 3 hereof.

         6.     INDEMNIFICATION AND CONTRIBUTION.  (a)  In connection with 
any Registration Statement, the Company and each Guarantor jointly and 
severally agree to indemnify and hold harmless each Holder of Notes covered 
thereby (including the Initial Purchaser and, with respect to any Prospectus 
delivery as contemplated by Sections 2(e) and 4(h) hereof, each Exchanging 
Dealer) the directors, officers, employees and agents of such 


<PAGE>

                                      17

Holder and each person who controls such Holder within the meaning of either 
the Securities Act or the Exchange Act, against any and all losses, claims, 
damages or liabilities, joint or several, to which they or any of them may 
become subject under the Securities Act, the Exchange Act or other Federal or 
state statutory law or regulation, at common law or otherwise, insofar as 
such losses, claims, damages or liabilities (or actions in respect thereof) 
arise out of or are based upon any untrue statement or alleged untrue 
statement of a material fact contained in such Registration Statement as 
originally filed or in any amendment thereof, or in any preliminary 
Prospectus or Prospectus, or in any amendment thereof or supplement thereto, 
or arise out of or are based upon the omission or alleged omission to state 
therein a material fact required to be stated therein or necessary to make 
the statements therein (in the case of the Prospectus, in light of the 
circumstances under which they were made) not misleading, and agrees to 
reimburse each such indemnified party, as incurred, for any legal or other 
expenses reasonably incurred by them in connection with investigating or 
defending any such loss, claim, damage or liability (or action in respect 
thereof); PROVIDED, HOWEVER, that the Company and each Guarantor will not be 
liable in any case to the extent that any such loss, claim, damage or 
liability arises out of or is based upon any such untrue statement or alleged 
untrue statement or omission or alleged omission made therein in reliance 
upon and in conformity with written information furnished to the Company by 
or on behalf of any such Holder specifically for inclusion therein; PROVIDED 
FURTHER, HOWEVER, that the Company and each Guarantor will not be liable in 
any case with respect to any untrue statement or omission or alleged untrue 
statement or omission made in any preliminary Prospectus or Prospectus, or in 
any amendment thereof or supplement thereto to the extent that any such loss, 
claim, damage or liability (or action in respect thereof) resulted from the 
fact that any Holder or underwriter, in the case of a Shelf Registration sold 
Notes or Exchange Notes to a person to whom there was not sent or given, at 
or prior to the written confirmation of such sale, a copy of the Prospectus 
as then amended or supplemented in any case where such delivery is required 
by the Securities Act, if the Company had previously complied with the 
provisions of Section 4(c)(2) and 4(f) or 4(g) hereof and if the untrue 
statement contained in or omission from such preliminary Prospectus or 
Prospectus was corrected in the Prospectus or then amended or supplemented.  
This indemnity agreement will be in addition to any liability that the 
Company or any Guarantor may otherwise have.

         The Company and each Guarantor also agree jointly and severally to 
indemnify or contribute to Losses of, as provided in Section 6(d) hereof, any 
underwriters of Notes registered under a Shelf Registration Statement, their 
employees, officers, directors and agents and each person who controls such 
underwriters on the same basis as that of the indemnification of the Initial 
Purchaser and the selling Holders provided in this Section 6(a) and shall, if 
requested by any Holder, enter into an underwriting agreement reflecting such 
agreement, as provided in Section 4(q) hereof.

         (b)    Each Holder of Notes covered by a Registration Statement 
(including the Initial Purchaser and, with respect to any Prospectus delivery 
as contemplated by 


<PAGE>

                                      18

Sections 2(e) and 4(h) hereof, each Exchanging Dealer) severally agrees to 
indemnify and hold harmless (i) the Company and each Guarantor, (ii) each of 
the directors of the Company and each Guarantor, (iii) each of the officers 
of the Company and the Subsidiary Guarantors who signs such Registration 
Statement and (iv) each Person who controls the Company or any Guarantor 
within the meaning of either the Securities Act or the Exchange Act to the 
same extent as the foregoing indemnity from the Company and each Guarantor to 
each such Holder, but only with respect to written information furnished to 
the Company by or on behalf of such Holder specifically for inclusion in the 
documents referred to in the foregoing indemnity.  This indemnity agreement 
will be in addition to any liability that any such Holder may otherwise have.

         (c)    Promptly after receipt by an indemnified party under this 
Section 6 of notice of the commencement of any action, 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 in writing of the 
commencement thereof; but the failure so to notify the indemnifying party (i) 
will not relieve the indemnifying party from liability under paragraph (a) or 
(b) above unless and to the extent it did not otherwise learn of such action 
and such failure results in the forfeiture by the indemnifying party of 
substantial rights and defenses, and (ii) 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.  The 
indemnifying party shall be entitled to appoint counsel (including local 
counsel) of the indemnifying party's choice at the indemnifying party's 
expense to represent the indemnified party in any action for which 
indemnification is sought (in which case the indemnifying party shall not 
thereafter be responsible for the fees and expenses of any separate counsel 
retained by the indemnified party or parties except as set forth below); 
PROVIDED, HOWEVER, that such counsel shall be reasonably satisfactory to the 
indemnified party.  Notwithstanding the indemnifying party's election to 
appoint counsel to represent the indemnified party in an action, the 
indemnified party shall have the right to employ separate counsel (including 
local counsel), and the indemnifying party shall bear the reasonable fees, 
costs and expenses of such separate counsel (and local counsel) if (i) the 
use of counsel chosen by the indemnifying party to represent the indemnified 
party would present such counsel with a conflict of interest, (ii) the actual 
or potential defendants in, or targets of, any such action include both the 
indemnified party and the indemnifying party and the indemnified party shall 
have reasonably concluded that there may be legal defenses available to it 
and/or other indemnified parties that are different from or additional to 
those available to the indemnifying party, (iii) the indemnifying party shall 
not have employed counsel satisfactory to the indemnified party to represent 
the indemnified party within a reasonable time after notice of the 
institution of such action or (iv) the indemnifying party shall authorize the 
indemnified party to employ separate counsel at the expense of the 
indemnifying party.  An indemnifying party will not, without the prior 
written consent of the indemnified parties, settle or compromise or consent 
to the entry of any judgment with respect to any pending or threatened claim, 
action, suit or proceeding in respect of which 


<PAGE>

                                      19

indemnification or contribution may be sought hereunder (whether or not the 
indemnified parties are actual or potential parties to such claim or action) 
unless such settlement, compromise or consent includes an unconditional 
release of each indemnified party from all liability arising out of such 
claim, action, suit or proceeding.

         (d)    In the event that the indemnity provided in paragraph (a) or 
(b) of this Section 6 is unavailable to or insufficient to hold harmless an 
indemnified party for any reason, then each applicable indemnifying party, in 
lieu of indemnifying such indemnified party, shall have a joint and several 
obligation to contribute to the aggregate losses, claims, damages and 
liabilities (including legal or other expenses reasonably incurred in 
connection with investigating or defending the same) (collectively "Losses") 
to which such indemnified party may be subject in such proportion as is 
appropriate to reflect the relative benefits received by such indemnifying 
party, on the one hand, and such indemnified party, on the other hand, from 
the Initial Placement and the Registration Statement that resulted in such 
Losses; PROVIDED, HOWEVER, that in no case shall the Initial Purchaser or any 
subsequent Holder of any Note or Exchange Note be responsible, in the 
aggregate, for any amount in excess of the purchase discount or commission 
applicable to such Note, or in the case of an Exchange Note, applicable to 
the Note that was exchangeable into such Exchange Note, as set forth on the 
cover page of the Final Memorandum, nor shall any underwriter be responsible 
for any amount in excess of the underwriting discount or commission 
applicable to the Notes purchased by such underwriter under the Registration 
Statement that resulted in such Losses.  If the allocation provided by the 
immediately preceding sentence is unavailable for any reason, the 
indemnifying party and the indemnified party shall contribute in such 
proportion as is appropriate to reflect not only such relative benefits but 
also the relative fault of such indemnifying party, on the one hand, and such 
indemnified party, on the other hand, in connection with the statements or 
omissions that resulted in such Losses as well as any other relevant 
equitable considerations.  Benefits received by the Company and the 
Subsidiary Guarantors shall be deemed to be equal to the sum of (x) the total 
net proceeds from the Initial Placement (before deducting expenses) as set 
forth on the cover page of the Final Memorandum and (y) the total amount of 
additional interest that the Company was not required to pay as a result of 
registering the Notes covered by the Registration Statement that resulted in 
such Losses.  Benefits received by the Initial Purchaser shall be deemed to 
be equal to the total purchase discounts and commissions as set forth on the 
cover page of the Final Memorandum, and benefits received by any other 
Holders shall be deemed to be equal to the value of receiving Notes or 
Exchange Notes, as applicable, registered under the Securities Act.  Benefits 
received by any underwriter shall be deemed to be equal to the total 
underwriting discounts and commissions, as set forth on the cover page of the 
Prospectus forming a part of the Registration Statement that resulted in such 
Losses.  Relative fault shall be determined by reference to whether any 
alleged untrue statement or omission relates to information provided by the 
indemnifying party, on the one hand, or by the indemnified party, on the 
other hand.  The parties agree that it would not be just and equitable if 
contribution were determined by pro rata allocation or any other method of 
allocation that 

<PAGE>

                                      20

did not take account of the equitable considerations referred to above.  
Notwithstanding the provisions of this paragraph (d), 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 Section 6, 
each person who controls a Holder within the meaning of either the Securities 
Act or the Exchange Act and each director, officer, employee and agent of 
such Holder shall have the same rights to contribution as such Holder, and 
each person who controls the Company or any Guarantor within the meaning of 
either the Securities Act or the Exchange Act, each officer of the Company or 
any Guarantor who shall have signed the Registration Statement and each 
director of the Company and each Guarantor shall have the same rights to 
contribution as the Company and each Guarantor, subject in each case to the 
applicable terms and conditions of this paragraph (d).

         (e)    The provisions of this Section 6 will remain in full force 
and effect, regardless of any investigation made by or on behalf of any 
Holder or the Company or any Guarantor or any of the officers, directors or 
controlling persons referred to in Section 6 hereof, and will survive the 
sale by a Holder of Notes covered by a Registration Statement.

         7.     MISCELLANEOUS.  

         (a)    NO INCONSISTENT AGREEMENT.  The Company and the Subsidiary 
Guarantors have not, as of the date hereof, entered into, nor shall any of 
them, on or after the date hereof, enter into, any agreement that conflicts 
with the rights granted to the Holders herein or otherwise conflicts with the 
provisions hereof.

         (b)    AMENDMENTS AND WAIVERS.  The provisions of this Agreement, 
including the provisions of this sentence, may not be amended, qualified, 
modified or supplemented, and waivers or consents to departures from the 
provisions hereof may not be given, unless the Company has obtained the 
written consent of the Holders of at least a majority of the then outstanding 
aggregate principal amount of Notes (or, after the consummation of any 
Exchange Offer in accordance with Section 2 hereof, of Exchange Notes); 
PROVIDED that, with respect to any matter that directly or indirectly affects 
the rights of the Initial Purchaser hereunder, the Company shall obtain the 
written consent of the Initial Purchaser.  Notwithstanding the foregoing 
(except the foregoing proviso), a waiver or consent to departure from the 
provisions hereof with respect to a matter that relates exclusively to the 
rights of Holders whose Notes are being sold pursuant to a Registration 
Statement and that does not directly or indirectly affect the rights of other 
Holders may be given by the Majority Holders, determined on the basis of 
Notes being sold rather than registered under such Registration Statement.


<PAGE>

                                      21

         (c)    NOTICES.  All notices and other communications provided for 
or permitted hereunder shall be made in writing by hand-delivery, first-class 
mail, telex, telecopier, or air courier guaranteeing overnight delivery:

         (i)    if to a Holder, at the most current address given by such 
Holder to the Company in accordance with the provisions of this Section 7(c), 
which address initially is, with respect to each Holder, the address of such 
Holder maintained by the Registrar under the Indenture, with a copy in like 
manner to NationsBanc Capital Markets, Inc.;

         (ii)   if to the Initial Purchaser, at NationsBank Corporate Center, 
100 North Tryon Street NCl-007-07-01, Charlotte, North Carolina 28255-0001; 
and

         (iii)  if to the Company or any Guarantor, c/o the Company at 2250 
South Tenth Street, San Jose, California 95112, Attention: Dave Worthington, 
with copies to J.F. Lehman & Company, 450 Park Avenue, Fifth Floor, New York, 
NY 10022, Attention:  Keith Oster.

         All such notices and communications shall be deemed to have been 
duly given when received.  The Initial Purchaser, on the one hand, or the 
Company or any Guarantor, on the other, by notice to the other party or 
parties may designate additional or different addresses for subsequent 
notices or communications.

         (d)    SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the 
benefit of and be binding upon the successors and assigns of each of the 
parties, including, without the need for an express assignment or any consent 
by the Company or any Guarantor thereto, subsequent Holders of Notes and/or 
Exchange Notes.  The Company and the Subsidiary Guarantors hereby agree to 
extend the benefits of this Agreement to any Holder of Notes and/or Exchange 
Notes and any such Holder may specifically enforce the provisions of this 
Agreement as if an original party hereto.

         (e)    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.

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

         (g)    GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


<PAGE>

                                      22

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

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


<PAGE>

         Please confirm that the foregoing correctly sets forth the agreement 
among the Company, the Subsidiary Guarantors and you.

                                         Very truly yours,

                                         BURKE INDUSTRIES, INC.,
                                            as successor-in-interest to 
                                            JFL Merger Co.


                                         By: /s/ KEITH OSTER
                                            ---------------------------------
                                            Name: Keith Oster
                                            Title:  


                                         BURKE FLOORING PRODUCTS, INC.
                                         BURKE CUSTOM PROCESSING, INC.
                                         BURKE RUBBER COMPANY, INC.
                                         Each, a Subsidiary Guarantor


                                         By: /s/ KEITH OSTER
                                            ---------------------------------
                                            Name: Keith Oster
                                            Title:  


The foregoing Agreement is hereby
accepted as of the date first above written.

NATIONSBANC CAPITAL MARKETS, INC.


By: /s/ DAVID APPLE
   -------------------------------
   Name: David Apple
   Title:  


<PAGE>

                                                                       ANNEX A

         Each broker-dealer that receives Exchange Notes 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 Notes.  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 amend or supplemented from time to time, may be used by a 
broker-dealer in connection with resales of Exchange Notes received in 
exchange for Notes where such Notes were acquired by such broker-dealer as a 
result of market-making activities or other trading activities.  The Company 
has agreed that, starting on the Expiration Date (as defined herein) and 
ending on the close of business one year after the Expiration Date, 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 Notes for its own account 
in exchange for Notes, where such Notes 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 Notes.  See "Plan of Distribution."


<PAGE>


                                                                       ANNEX C

         Each broker-dealer that receives Exchange Notes 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 Notes. 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 Notes received 
in exchange for Notes where such Notes were acquired as a result of 
market-making activities or other trading activities. The Company has agreed 
that, starting on the Expiration Date and ending on the close of business one 
year after the Expiration Date, 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 such date all dealers effecting transactions 
in the Exchange Notes may be required to deliver a prospectus.


<PAGE>

                                                                       ANNEX D

         If the undersigned is a broker-dealer that will receive Exchange 
Notes for its own account in exchange for Notes, it represents that the Notes 
to be exchanged for the Exchange Notes were acquired by it as a result of 
market-making activities or other trading activities and acknowledges that it 
will deliver a prospectus in connection with any resale of such Exchange  
Notes; 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.