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                                                                 Exhibit 4.6

                                                                EXECUTION COPY

                                $320,000,000

                           MAIL-WELL I CORPORATION

                  7 7/8% Senior Subordinated Notes Due 2013

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

                                                              February 4, 2004

Credit Suisse First Boston LLC
    Eleven Madison Avenue
    New York, New York 10010-3629

Dear Ladies and Gentlemen:

         Mail-Well I Corporation, a Delaware corporation (the "COMPANY"),
proposes to issue and sell to Credit Suisse First Boston LLC (the "INITIAL
PURCHASER"), upon the terms set forth in a purchase agreement dated January
21, 2004 (the "PURCHASE AGREEMENT"), $320,000,000 aggregate principal amount
of its 7 7/8% Senior Subordinated Notes Due 2013 (the "INITIAL SECURITIES")
to be guaranteed by the Company's parent company, Mail-Well, Inc. and
certain of the Company's subsidiaries (collectively, the "GUARANTORS" and,
together with the COMPANY, the "ISSUERS"). The Initial Securities will be
issued pursuant to an Indenture, dated as of February 4, 2004 (the
"INDENTURE"), among the Issuers and U.S. Bank National Association, as
trustee (the "TRUSTEE"). As an inducement to the Initial Purchaser to enter
into the Purchase Agreement, the Company agrees with the Initial Purchaser,
for the benefit of the Initial Purchaser and the holders of the Securities
(as defined below) (collectively the "HOLDERS"), as follows:

         1. Registered Exchange Offer. Unless not permitted by applicable
law (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 a "FILING DEADLINE") after the date on which the Initial Purchaser
purchases the Initial Securities pursuant to the Purchase Agreement (the
"CLOSING DATE"), file with the Securities and Exchange Commission (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 6 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 210 days after the Closing Date (such 210th
day being an "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
shall use its reasonable best efforts to consummate the Registered Exchange
Offer no later than 30 business days after the date on which the


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Exchange Offer Registration Statement is declared effective (such 30th
business day being the "CONSUMMATION DEADLINE").

         Following the declaration by the Commission of the effectiveness of
the Exchange Offer Registration Statement under the Securities Act, the
Company shall promptly commence the Registered Exchange Offer, it being the
objective of such 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 that 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) the Initial Purchaser 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.

         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 the Initial Purchaser, such period shall be the lesser of 180 days
and the date on which all Exchanging Dealers and the Initial Purchaser 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, the 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 the Initial Purchaser upon the written request of the 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:


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                  (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 20 business 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.

         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 its 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


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                                    -4-

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 240th day after the Closing Date, (iii) the Initial
Purchaser so requests in writing with respect to the Initial Securities (or
the Private Exchange Securities) not eligible to be exchanged for Exchange
Securities in the Registered 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
         30 days after the Trigger Date (such 30th day being a "FILING
         DEADLINE")) file with the Commission and thereafter use its
         reasonable best efforts to cause to be declared effective no later
         than 90 days after the Trigger Date (such 90th day being an
         "EFFECTIVENESS DEADLINE") a registration statement (the "SHELF
         REGISTRATION STATEMENT" and, together with the Exchange Offer
         Registration Statement, 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.


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

                  (c) 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 the 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.

         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 the 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 the 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 best efforts to reflect in each such
         document, when so filed with the Commission, such comments as the
         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
         the 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 Purchaser, 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
         Purchaser based upon advice of counsel (which may be in-house
         counsel), represent the prevailing views of the staff of the
         Commission; and (v) in the case of a Shelf Registration Statement,
         include the names of the Holders who propose to sell Securities
         pursuant to the Shelf Registration Statement as selling
         securityholders.


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                                    -6-

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

                  (e) The Company shall deliver to each Exchanging Dealer
         and the 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 the 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.


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                                    -7-

                  (g) The Company shall deliver to the 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 the 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 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 (each a "SUSPENSION PERIOD"), 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 Purchaser, 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 Purchaser, 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(b) 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 Purchaser, 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); provided, however, that the Company shall not be
                       --------  -------
         required to amend or supplement a Shelf Registration Statement, and
         related prospectus, or any document incorporated therein by
         reference in the event that (i) an event occurs or is continuing as
         a result of which such Shelf Registration Statement would, in the
         Company's good faith judgment, contain an untrue statement of
         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, and (ii)(a) the



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                                    -8-

         Company determines on its good faith judgment that the disclosure of
         such event at such time would have a material adverse effect on the
         business opportunities of the Company or (b) the disclosure is
         otherwise related to a pending material business transaction that
         has not yet been publicly disclosed, provided, that no such
                                              --------
         Suspension Period shall exceed 60 consecutive days and in no event
         shall there occur more than two such Suspension Periods in any one
         calendar year.

                  (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 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
         Purchaser by



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                                    -9-

         you and on behalf of the other parties, by one counsel designated
         by and on behalf of such other parties as described in Section 4
         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
         formation and good standing of the Company and its subsidiaries;
         the qualification of the Company and its subsidiaries to transact
         business as foreign corporations, partnerships or limited liability
         companies, as the case may be; 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 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 the Initial Purchaser or any known Participating
         Broker-Dealer, the Company shall cause (i) its counsel to deliver
         to the Initial Purchaser or such Participating Broker-Dealer a
         signed opinion substantially 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 to deliver to the 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) 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 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.


<PAGE>
<PAGE>

                                    -10-

                  (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 5 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. 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

                  (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).


<PAGE>
<PAGE>

                                    -11-

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
in connection with this Agreement.

         (b) In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchaser 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 Cahill Gordon & Reindel LLP 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.

         5. Indemnification. (a) The Company agrees to indemnify and hold
harmless each Holder of the Securities, 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 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 and furnished to the Company by or on behalf of
such Holder 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 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; 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 shall also indemnify underwriters, their
officers and directors and each person who controls such underwriters within
the meaning of the Securities 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, 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


<PAGE>
<PAGE>

                                    -12-

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 and
furnished to the Company by or on behalf of such Holder 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. 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 5 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 5, notify the indemnifying party of the commencement thereof;
but the omission so 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 5 for any legal or other
expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof.
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 includes an unconditional release of such indemnified party
from all liability on any claims that are the subject matter of such action,
and 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 5 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 (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying
party or parties on the one hand and the indemnified party on the other from
the exchange of the Securities, pursuant to the Registered Exchange Offer,
or (ii) if the allocation provided by the foregoing clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also 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 indemni-


<PAGE>
<PAGE>

                                    -13-

fied 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 5(d), the Holders of the Securities 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 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. 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 5 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.

         6. Liquidated Damages Under Certain Circumstances. (a) Liquidated
damages 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 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.

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.

         The Issuers agree liquidated damages shall be paid each Holder of
Transfer Restricted Securities for the first 90-day period immediately
following the occurrence of such Registration Default in an amount equal to
$.05 per week per $1,000 principal amount of the Transfer Restricted
Securities for so long as the Registration Default continues. The amount of
liquidated damages payable to each Holder shall increase by an additional
$.05 per



<PAGE>
<PAGE>

                                    -14-

week per $1,000 in principal amount of Transfer Restricted Securities held
by such Holder for each subsequent 90-day period up to a maximum of $.50 per
week per $1,000 in principal amount of Transfer Restricted Securities held
by such Holder; provided, however, that (1) upon filing of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the
Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (ii) above, (3) upon Consummation of
the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable, in the case of (iv) above, the liquidated
damages payable with respect to such Transfer Restricted Securities as a
result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.
In no event will the Issuers be required to pay Liquidated Damages for more
than one Registration Default at any given time.

         (b) A Registration Default referred to in Section 6(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, liquidated damages shall be payable in accordance with the above
paragraph from the day such Registration Default occurs until such
Registration Default is cured.

         (c) All accrued liquidated damages shall be paid by the Company to
the Global Note Holder by wire transfer of immediately available funds or by
federal funds check and to Holders of Certificated Securities by wire
transfer to the accounts specified by them or by mailing checks to their
registered addresses if no such accounts have been specified on each regular
interest payment date. All obligations of the Company and the Guarantors set
forth in the preceding paragraph that are outstanding with respect to any
Transfer Restricted Securities at the time such security ceases to be a
Transfer Restricted Securities shall survive until such time as all such
obligations with respect to such security shall have been satisfied in full.

         (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 Note, the
date on which such Exchange Note 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.

         7. 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, make publicly available other information so long as
necessary to permit sales of their securities pursuant to Rules 144 and
144A. The Company covenants that it will take such further action as any
Holder of Securities may reasonably request, all to the extent required from
time to time to enable such Holder 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



<PAGE>
<PAGE>

                                    -15-

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 Purchaser upon request. Upon the request of any Holder of
Initial Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities pursuant to the
Exchange Act.

         8. 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.

         9. 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 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
obligations under Sections 1 and 2 hereof; provided, however, that any
                                           --------  -------
damages recovered shall not include damages beyond those described in
Section 5 or 6 or in this Section 9(a). 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 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 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.

         (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, at the most current
         address given by such Holder to the Company.


<PAGE>
<PAGE>

                                    -16-

                  (2) if to the Initial Purchaser:

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

                      with a copy to:

                      Cahill Gordon & Reindel LLP
                      80 Pine Street
                      New York, New York 10005
                      Fax No.: (212) 269-5420
                      Attention: James J. Clark, Esq.

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

                      Mail-Well I Corporation
                      8310 S. Valley Highway #400
                      Engelwood, Colorado 80112
                      Fax No.: (303) 397-7400
                      Attention: Secretary

                      with a copy to:

                      Faegre & Benson LLP
                      370 Seventeenth Street, #2500
                      Republic Plaza
                      Denver, Colorado 80204
                      Fax No.: (303) 820-0600
                      Attention: Douglas Wright, Esq.

         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 Purchaser, 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.


<PAGE>
<PAGE>

                                    -17-

         (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.

         By the execution and delivery of this Agreement, the Issuers submit
to the non-exclusive jurisdiction of the Federal and state courts in the
Borough of Manhattan in the City of New York in any suit or proceeding
arising out of or relating to this Agreement or the transactions
contemplated hereby.



<PAGE>
<PAGE>

                                    -18-

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

                                    Very truly yours,

                                    MAIL-WELL I CORPORATION


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

                                    MAIL-WELL, INC.

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


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                                    PRECISION FINE PAPERS, INC.
                                    REGIONAL ENVELOPPE PRODUCTS INC. -
                                      PRODUCTS ENVELOPPE
                                    REGIONAL INC.
                                    SUPREMEX, INC.
                                    WISCO III, L.L.C.


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



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                                    -19-

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

CREDIT SUISSE FIRST BOSTON LLC

By: CREDIT SUISSE FIRST BOSTON LLC

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



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                                                                     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 Expiration Date (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."



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                                                                    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."



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                                                                    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
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      , 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 Expiration Date 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.

<FN>
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(1)  In addition, the legend required by Item 502(e) of Regulation S-K will
     appear on the back cover page of the Exchange Offer prospectus.


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                                                                    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.