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                                 IMC Global Inc.

                          11.250% Senior Notes Due 2011

                              guaranteed as to the
                         payment of principal, premium,
                             if any, and interest by

               the Guarantors listed on the signature pages hereof

                   Exchange and Registration Rights Agreement

                                                                    May 17, 2001

Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.
   As Representatives of the several Purchasers
   named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

            IMC Global Inc., a Delaware corporation (the "Company"), proposes to
issue and sell to the Purchasers (as defined herein) upon the terms set forth in
the Purchase Agreement (as defined herein) $200,000,000 aggregate principal
amount of its 11.250% Senior Notes Due 2011, which are guaranteed by the
subsidiaries of the Company listed on the signature pages hereof. As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:

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            1. Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

            "Base Interest" shall mean the interest that would otherwise accrue
      on the Securities under the terms thereof and the Indenture, without
      giving effect to the provisions of this Agreement.

            The term "broker-dealer" shall mean any broker or dealer registered
      with the Commission under the Exchange Act.

            "Closing Date" shall mean the date on which the Securities are
      initially issued.

            "Commission" shall mean the United States Securities and Exchange
      Commission, or any other federal agency at the time administering the
      Exchange Act or the Securities Act, whichever is the relevant statute for
      the particular purpose.

            "Effective Time," in the case of (i) an Exchange Registration, shall
      mean the time and date as of which the Commission declares the Exchange
      Registration Statement effective or as of which the Exchange Registration
      Statement otherwise becomes effective and (ii) a Shelf Registration, shall
      mean the time and date as of which the Commission declares the Shelf
      Registration Statement effective or as of which the Shelf Registration
      Statement otherwise becomes effective.

            "Electing Holder" shall mean any holder of Registrable Securities
      that has returned a completed and signed Notice and Questionnaire to the
      Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, or
      any successor thereto, as the same shall be amended from time to time.

            "Exchange Offer" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Exchange Registration" shall have the meaning assigned thereto in
      Section 3(c) hereof.

            "Exchange Registration Statement" shall have the meaning assigned
      thereto in Section 2(a) hereof.


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            "Exchange Securities" shall have the meaning assigned thereto in
      Section 2(a) hereof.

            "Guarantors" shall have the meaning assigned thereto in the
      Indenture.

            The term "holder" shall mean each of the Purchasers and other
      persons who acquire Registrable Securities from time to time (including
      any successors or assigns), in each case for so long as such person owns
      any Registrable Securities.

            "Indenture" shall mean the Indenture, dated as of May 17, 2001 among
      the Company, the Guarantors and The Bank of New York, as Trustee, as the
      same shall be amended from time to time.

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

            The term "person" shall mean a corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof or governmental agency.

            "Purchase Agreement" shall mean the Purchase Agreement, dated as of
      May 8, 2001 among the Purchasers, the Guarantors and the Company relating
      to the Securities.

            "Purchasers" shall mean the Purchasers named in Schedule I to the
      Purchase Agreement.

            "Registrable Securities" shall mean the Securities; provided,
      however, that a Security shall cease to be a Registrable Security when (i)
      in the circumstances contemplated by Section 2(a) hereof, the Security has
      been exchanged for an Exchange Security in an Exchange Offer as
      contemplated in Section 2(a) hereof (provided that any Exchange Security
      that, pursuant to the last two sentences of Section 2(a), is included in a
      prospectus for use in connection with resales by broker-dealers shall be
      deemed to be a Registrable Security with respect to Sections 5, 6 and 9
      until resale of such Registrable Security has been effected within the
      180-day period referred to in Section 2(a)); (ii) in the circumstances
      contemplated by Section 2(b) hereof, a Shelf Registration Statement
      registering such Security under the Securities Act has been declared or
      becomes effective and such Security has been sold or otherwise transferred
      by the holder thereof pursuant to and in a manner contemplated by such
      effective Shelf Registration Statement; (iii) such Security is


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      sold pursuant to Rule 144 under circumstances in which any legend borne by
      such Security relating to restrictions on transferability thereof, under
      the Securities Act or otherwise, is removed by the Company or pursuant to
      the Indenture; (iv) such Security is eligible to be sold pursuant to
      paragraph (k) of Rule 144; or (v) such Security shall cease to be
      outstanding.

            "Registration Default" shall have the meaning assigned thereto in
      Section 2(c) hereof.

            "Registration Expenses" shall have the meaning assigned thereto in
      Section 4 hereof.

            "Resale Period" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Restricted Holder" shall mean (i) a holder that is an affiliate of
      the Company within the meaning of Rule 405, (ii) a holder who acquires
      Exchange Securities outside the ordinary course of such holder's business,
      (iii) a holder who has arrangements or understandings with any person to
      participate in the Exchange Offer for the purpose of distributing Exchange
      Securities and (iv) a holder that is a broker-dealer, but only with
      respect to Exchange Securities received by such broker-dealer pursuant to
      an Exchange Offer in exchange for Registrable Securities acquired by the
      broker-dealer directly from the Company.

            "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
      rule promulgated under the Securities Act (or any successor provision), as
      the same shall be amended from time to time.

            "Securities" shall mean, collectively, the 11.250% Senior Notes Due
      2011 of the Company to be issued and sold to the Purchasers, and
      securities issued in exchange therefor or in lieu thereof pursuant to the
      Indenture. Each Security is entitled to the benefit of the guarantees
      provided for in the Indenture (the "Guarantees") and, unless the context
      otherwise requires, any reference herein to a "Security," an "Exchange
      Security" or a "Registrable Security" shall include a reference to the
      related Guarantees.

            "Securities Act" shall mean the Securities Act of 1933, or any
      successor thereto, as the same shall be amended from time to time.

            "Shelf Registration" shall have the meaning assigned thereto in
      Section 2(b) hereof.


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            "Shelf Registration Statement" shall have the meaning assigned
      thereto in Section 2(b) hereof.

            "Special Interest" shall have the meaning assigned thereto in
      Section 2(c) hereof.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
      any successor thereto, and the rules, regulations and forms promulgated
      thereunder, all as the same shall be amended from time to time.

            Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

            2. Registration Under the Securities Act.

            (a) Except as set forth in Section 2(b) below, the Company and the
Guarantors agree to file under the Securities Act, no later than 150 days after
the Closing Date, a registration statement relating to an offer to exchange
(such registration statement, the "Exchange Registration Statement", and such
offer, the "Exchange Offer") any and all of the Securities for a like aggregate
principal amount of debt securities issued by the Company and guaranteed by the
Guarantors which debt securities and guarantees are substantially identical to
the Securities and the related Guarantees, respectively (and are entitled to the
benefits of a trust indenture which is substantially identical to the Indenture
or is the Indenture and which has been qualified under the Trust Indenture Act),
except that they have been registered pursuant to an effective registration
statement under the Securities Act and do not contain provisions for the
additional interest contemplated in Section 2(c) below (such new debt securities
hereinafter called "Exchange Securities"). The Company agrees to use its
reasonable best efforts to cause the Exchange Registration Statement to become
effective under the Securities Act as soon as practicable, but no later than 210
days after the Closing Date. The Exchange Offer will be registered under the
Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act. The Company further
agrees to use its reasonable best efforts to commence and complete the Exchange
Offer promptly, but no later than 30 days after such registration statement has
become effective, hold the Exchange Offer open for at least 30 days and exchange
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange Offer.
The Exchange Offer will be deemed to have been "completed" only if the debt
securities and related guarantees received by holders other than Restricted
Holders in the Exchange Offer


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for Registrable Securities are, upon receipt, transferable by each such holder
without restriction under the Securities Act and the Exchange Act and without
material restrictions under the blue sky or securities laws of a substantial
majority of the States of the United States of America. The Exchange Offer shall
be deemed to have been completed upon the earlier to occur of (i) the Company
having exchanged the Exchange Securities for all outstanding Registrable
Securities pursuant to the Exchange Offer and (ii) the Company having exchanged,
pursuant to the Exchange Offer, Exchange Securities for all Registrable
Securities that have been properly tendered and not withdrawn before the
expiration of the Exchange Offer, which shall be on a date that is at least 30
days following the commencement of the Exchange Offer. The Company agrees (x) to
include in the Exchange Registration Statement a prospectus for use in any
resales by any holder of Exchange Securities that is a broker-dealer and (y) to
keep such Exchange Registration Statement effective for a period (the "Resale
Period") beginning when Exchange Securities are first issued in the Exchange
Offer and ending upon the earlier of the expiration of the 180th day after the
Exchange Offer has been completed or such time as such broker-dealers no longer
own any Registrable Securities; provided, however, that in either case, the
Company receives written notice from a broker-dealer that such broker-dealer
holds Registrable Securities that were acquired for the account of such
broker-dealer as a result of market making or similar activities. With respect
to such Exchange Registration Statement, such holders shall have the benefit of
the rights of indemnification and contribution set forth in Sections 6(a), (c),
(d) and (e) hereof.

            (b) If (i) on or prior to the time the Exchange Offer is completed
existing Commission interpretations are changed such that the debt securities or
the related guarantees received by holders other than Restricted Holders in the
Exchange Offer for Registrable Securities are not or would not be, upon receipt,
transferable by each such holder without restriction under the Securities Act,
(ii) the Exchange Offer has not been completed within 240 days following the
Closing Date or (iii) the Exchange Offer is not available to any holder of the
Securities, the Company shall, in lieu of (or, in the case of clause (iii), in
addition to) conducting the Exchange Offer contemplated by Section 2(a), file
under the Securities Act as soon as practicable, but no later than the later of
30 days after the time such obligation to file arises, a "shelf" registration
statement providing for the registration of, and the sale on a continuous or
delayed basis by the holders of, all of the Registrable Securities, pursuant to
Rule 415 or any similar rule that may be adopted by the Commission (such filing,
the "Shelf Registration" and such registration statement, the "Shelf
Registration Statement"); provided, however, that nothing in this Section 2(b)
shall require the filing of a Shelf Registration Statement prior to the filing
deadline for the Exchange Registration Statement. The Company agrees to use its
reasonable best efforts (x) to cause the Shelf Registration Statement to become
or be declared effective no later than 60 days after such Shelf Registration
Statement is filed and to keep such


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Shelf Registration Statement continuously effective for a period ending on the
earlier of the second anniversary of the Effective Time or such time as there
are no longer any Registrable Securities outstanding, provided, however, that no
holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder, and
(y) after the Effective Time of the Shelf Registration Statement, promptly upon
the written request of any holder of Registrable Securities that is not then an
Electing Holder, to take any action reasonably necessary to enable such holder
to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify such
holder as a selling securityholder in the Shelf Registration Statement,
provided, however, that nothing in this Clause (y) shall relieve any such holder
of the obligation to return a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(d)(iii) hereof. The Company further
agrees to supplement or make amendments to the Shelf Registration Statement, as
and when required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration, and the Company agrees to use its reasonable best efforts to
furnish to each Electing Holder copies of any such supplement or amendment prior
to its being used or promptly following its filing with the Commission. After
such Shelf Registration Statement has been declared effective by the Commission,
the Company shall not be obligated to amend or supplement it more than one time
per quarterly period for the sole purpose of naming additional holders.

            (c) In the event that (i) the Company has not filed the Exchange
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or
Shelf Registration Statement has not become effective or been declared effective
by the Commission on or before the date on which such registration statement is
required to become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been completed within 30 days
after the initial effective date of the Exchange Registration Statement relating
to the Exchange Offer (if the Exchange Offer is then required to be made) or
(iv) any Exchange Registration Statement or Shelf Registration Statement
required by Section 2(a) or 2(b) hereof is filed and declared effective but
shall thereafter either be withdrawn by the Company or shall become subject to
an effective stop order issued pursuant to Section 8(d) of the Securities Act
suspending the effectiveness of such registration statement (except as
specifically permitted herein) without being succeeded within five business days
by an additional registration statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a "Registration Default" and each
period during


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which a Registration Default has occurred and is continuing, a "Registration
Default Period"), then, as liquidated damages for such Registration Default,
subject to the provisions of Section 9(b), special interest ("Special
Interest"), in addition to the Base Interest, shall accrue at a per annum rate
of 0.25% for the first 90 days of the Registration Default Period, at a per
annum rate of 0.50% for the second 90 days of the Registration Default Period,
at a per annum rate of 0.75% for the third 90 days of the Registration Default
Period and at a per annum rate of 1.0% thereafter for the remaining portion of
the Registration Default Period.

            (d) The Company and the Guarantors shall take all reasonable actions
necessary or advisable to be taken by them to ensure that the transactions
contemplated herein are effected as so contemplated, including all actions
necessary or desirable to register the Guarantees under the registration
statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

            (e) Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.

            3. Registration Procedures.

            If the Company files a registration statement pursuant to Section
2(a) or Section 2(b) hereof, the following provisions shall apply:

            (a) At or before the Effective Time of the Exchange Offer or the
Shelf Registration, as the case may be, the Company shall qualify the Indenture
under the Trust Indenture Act of 1939.

            (b) 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.

            (c) In connection with the Company's obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the
"Exchange Registration"), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

            (i) prepare and file with the Commission, no later than 150 days
      after the Closing Date, an Exchange Registration Statement on any form
      which may be utilized by the Company and which shall permit the


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      Exchange Offer and resales of Exchange Securities by broker-dealers during
      the Resale Period to be effected as contemplated by Section 2(a), and use
      its reasonable best efforts to cause such Exchange Registration Statement
      to become effective as soon as practicable thereafter, but no later than
      210 days after the Closing Date;

            (ii) as soon as reasonably practicable prepare and file with the
      Commission such amendments and supplements to such Exchange Registration
      Statement and the prospectus included therein as may be necessary to
      effect and maintain the effectiveness of such Exchange Registration
      Statement for the periods and purposes contemplated in Section 2(a) hereof
      and as may be required by the applicable rules and regulations of the
      Commission and the instructions applicable to the form of such Exchange
      Registration Statement, and promptly provide each broker-dealer holding
      Exchange Securities with such number of copies of the prospectus included
      therein (as then amended or supplemented), in conformity in all material
      respects with the requirements of the Securities Act and the Trust
      Indenture Act and the rules and regulations of the Commission thereunder,
      as such broker-dealer reasonably may request in writing prior to the
      expiration of the Resale Period, for use in connection with resales of
      Exchange Securities;

            (iii) promptly notify each broker-dealer that has requested or
      received copies of the prospectus included in such registration statement,
      and confirm such advice in writing, (A) when such Exchange Registration
      Statement or the prospectus included therein or any prospectus amendment
      or supplement or post-effective amendment has been filed, and, with
      respect to such Exchange Registration Statement or any post-effective
      amendment, when the same has become effective, (B) of any comments by the
      Commission and by the blue sky or securities commissioner or regulator of
      any state with respect thereto or any request by the Commission for
      amendments or supplements to such Exchange Registration Statement or
      prospectus or for additional information, (C) of the issuance by the
      Commission of any stop order suspending the effectiveness of such Exchange
      Registration Statement or the initiation or threatening of any proceedings
      for that purpose, (D) if at any time the representations and warranties of
      the Company contemplated by Section 5 cease to be true and correct in all
      material respects, (E) of the receipt by the Company of any notification
      with respect to the suspension of the qualification of the Exchange
      Securities for sale in any jurisdiction or the initiation or threatening
      of any proceeding for such purpose, or (F) at any time during the Resale
      Period when a pro-


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      spectus is required to be delivered under the Securities Act, that such
      Exchange Registration Statement, prospectus, prospectus amendment or
      supplement or post-effective amendment does not conform in all material
      respects to the applicable requirements of the Securities Act and the
      Trust Indenture Act and the rules and regulations of the Commission
      thereunder or contains an untrue statement of a material fact or omits to
      state any material fact required to be stated therein or necessary to make
      the statements therein not misleading in light of the circumstances then
      existing;

            (iv) in the event that the Company would be required, pursuant to
      Section 3(c)(iii)(F) above, to notify any broker-dealers holding Exchange
      Securities, within five business days prepare and furnish to each such
      broker-dealer a reasonable number of copies of a prospectus supplemented
      or amended so that, as thereafter delivered to purchasers of such Exchange
      Securities during the Resale Period, such prospectus shall conform in all
      material respects to the applicable requirements of the Securities Act and
      the Trust Indenture Act and the rules and regulations of the Commission
      thereunder and shall not 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 in light of the
      circumstances then existing;

            (v) use its reasonable best efforts to obtain the withdrawal of any
      order suspending the effectiveness of such Exchange Registration Statement
      or any post-effective amendment thereto at the earliest practicable date;

            (vi) use its reasonable best efforts to (A) register or qualify the
      Exchange Securities under the securities laws or blue sky laws of such
      jurisdictions as are contemplated by Section 2(a) no later than the
      commencement of the Exchange Offer, (B) keep such registrations or
      qualifications in effect and comply with such laws so as to permit the
      continuance of offers, sales and dealings therein in such jurisdictions
      until the expiration of the Resale Period and (C) take any and all other
      actions as may be reasonably necessary or advisable to enable each
      broker-dealer holding Exchange Securities to consummate the disposition
      thereof in such jurisdictions; provided, however, that neither the Company
      nor the Guarantors shall be required for any such purpose to (1) qualify
      as a foreign corporation in any jurisdiction wherein it would not
      otherwise be required to qualify but for the requirements of this Section
      3(c)(vi), (2) consent to general service of process in any such


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      jurisdiction or (3) make any changes to its certificate of incorporation
      or by-laws or any agreement between it and its stockholders;

            (vii) use its reasonable best efforts to obtain the consent or
      approval of each governmental agency or authority, whether federal, state
      or local, which may be required to effect the Exchange Registration, the
      Exchange Offer and the offering and sale of Exchange Securities by
      broker-dealers during the Resale Period;

            (viii) provide a CUSIP number for all Exchange Securities, not later
      than the applicable Effective Time;

            (ix) comply in all material respects with all applicable rules and
      regulations of the Commission, and make generally available to its
      securityholders as soon as practicable but no later than eighteen months
      after the effective date of such Exchange Registration Statement, an
      earning statement of the Company and its subsidiaries complying with
      Section 11(a) of the Securities Act (including, at the option of the
      Company, Rule 158 thereunder).

            (d) In connection with the Company's obligations with respect to the
Shelf Registration, if applicable, the Company shall, as soon as practicable (or
as otherwise specified):

            (i) prepare and file with the Commission, within the time periods
      specified in Section 2(b), a Shelf Registration Statement on any form
      which may be utilized by the Company and which shall register all of the
      Registrable Securities for resale by the holders thereof in accordance
      with such method or methods of disposition as may be specified by such of
      the holders as, from time to time, may be Electing Holders and use its
      reasonable best efforts to cause such Shelf Registration Statement to
      become effective as soon as practicable but in any case within the time
      periods specified in Section 2(b);

            (ii) not less than 30 calendar days prior to the Effective Time of
      the Shelf Registration Statement, mail the Notice and Questionnaire to the
      holders of Registrable Securities; no holder shall be entitled to be named
      as a selling securityholder in the Shelf Registration Statement as of the
      Effective Time, and no holder shall be entitled to use the prospectus
      forming a part thereof for resales of Registrable Securities at any time,
      unless such holder has returned a completed and signed Notice and
      Questionnaire to the Company by the deadline for response set forth
      therein; provided, however, holders of Registrable Securities


                                       11
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      shall have at least 28 calendar days from the date on which the Notice and
      Questionnaire is first mailed to such holders to return a completed and
      signed Notice and Questionnaire to the Company;

            (iii) after the Effective Time of the Shelf Registration Statement,
      upon the written request of any holder of Registrable Securities that is
      not then an Electing Holder, within five business days send a Notice and
      Questionnaire to such holder; provided that the Company shall not be
      required to take any action to name such holder as a selling
      securityholder in the Shelf Registration Statement or to enable such
      holder to use the prospectus forming a part thereof for resales of
      Registrable Securities until such holder has returned a completed and
      signed Notice and Questionnaire to the Company; and provided further,
      after such Shelf Registration Statement has been declared effective by the
      Commission, the Company shall not be obligated to amend or supplement it
      more than one time per quarterly period for the sole purpose of naming
      additional holders.

            (iv) as soon as reasonably practicable prepare and file with the
      Commission such amendments and supplements to such Shelf Registration
      Statement and the prospectus included therein as may be necessary to
      effect and maintain the effectiveness of such Shelf Registration Statement
      for the period specified in Section 2(b) hereof and as may be required by
      the applicable rules and regulations of the Commission and the
      instructions applicable to the form of such Shelf Registration Statement,
      and furnish to the Electing Holders named in such Shelf Registration
      Statement copies of any such supplement or amendment simultaneously with
      or prior to its being used or filed with the Commission;

            (v) comply in all material respects with the provisions of the
      Securities Act with respect to the disposition of all of the Registrable
      Securities covered by such Shelf Registration Statement in accordance with
      the intended methods of disposition by the Electing Holders provided for
      in such Shelf Registration Statement;

            (vi) upon the request of holders who collectively hold an aggregate
      principal amount of Registrable Securities in excess of 20% of the amount
      of the outstanding Registrable Securities (the "Requesting Holders"),
      enter into an underwriting agreement, engagement letter, agency agreement,
      "best efforts" underwriting agreement, or similar agreement, including
      customary provisions relating to indemnification and contribution, on one
      occasion and make such representations and


                                       12
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      warranties and take all such other actions in connection therewith as may
      be reasonable and customary in underwritten offerings in order to expedite
      or facilitiate the disposition of the Registrable Securities, including an
      opportunity for the Requesting Holders and their representatives and
      advisors to participate in the preparation of such Shelf Registration
      Statement;

            (vii) for a reasonable period prior to the filing of such Shelf
      Registration Statement, and throughout the period specified in Section
      2(b), make available at reasonable times at the Company's principal place
      of business or such other reasonable place for inspection by the persons
      referred to in Section 3(d)(vi) who shall certify to the Company that they
      have a current intention to sell the Registrable Securities pursuant to
      the Shelf Registration such financial and other information and books and
      records of the Company, and cause the officers, employees, counsel and
      independent certified public accountants of the Company to respond to such
      inquiries, as shall be reasonably necessary, in the judgment of the
      respective counsel referred to in such Section, to conduct a reasonable
      investigation within the meaning of Section 11 of the Securities Act;
      provided, however, that each such party shall be required to maintain in
      confidence and not to disclose to any other person any information or
      records reasonably designated by the Company as being confidential, until
      such time as (A) such information becomes a matter of public record
      (whether by virtue of its inclusion in such registration statement or
      otherwise), or (B) such person shall be required so to disclose such
      information pursuant to a subpoena or order of any court or other
      governmental agency or body having jurisdiction over the matter (subject
      to the requirements of such order, and only after such person shall have
      given the Company prompt prior written notice of such requirement), or (C)
      such information is required to be set forth in such Shelf Registration
      Statement or the prospectus included therein or in an amendment to such
      Shelf Registration Statement or an amendment or supplement to such
      prospectus in order that such Shelf Registration Statement, prospectus,
      amendment or supplement, as the case may be, complies with applicable
      requirements of the federal securities laws and the rules and regulations
      of the Commission and does not contain an untrue statement of a material
      fact or omit to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading in
      light of the circumstances then existing;

            (viii) promptly notify each of the Electing Holders, any sales or
      placement agent therefor and any underwriter thereof (which notifica-


                                       13
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      tion may be made through any managing underwriter that is a representative
      of such underwriter for such purpose), as applicable, and confirm such
      advice in writing, (A) when such Shelf Registration Statement or the
      prospectus included therein or any prospectus amendment or supplement or
      post-effective amendment has been filed, and, with respect to such Shelf
      Registration Statement or any post-effective amendment, when the same has
      become effective, (B) of any comments by the Commission and by the blue
      sky or securities commissioner or regulator of any state with respect
      thereto or any request by the Commission for amendments or supplements to
      such Shelf Registration Statement or prospectus or for additional
      information, (C) of the issuance by the Commission of any stop order
      suspending the effectiveness of such Shelf Registration Statement or the
      initiation or threatening of any proceedings for that purpose, (D) if at
      any time the representations and warranties of the Company contemplated by
      Section 3(d)(xvii) or Section 5 cease to be true and correct in all
      material respects, (E) of the receipt by the Company of any notification
      with respect to the suspension of the qualification of the Registrable
      Securities for sale in any jurisdiction or the initiation or threatening
      of any proceeding for such purpose, or (F) if at any time when a
      prospectus is required to be delivered under the Securities Act, that such
      Shelf Registration Statement, prospectus, prospectus amendment or
      supplement or post-effective amendment does not conform in all material
      respects to the applicable requirements of the Securities Act and the
      Trust Indenture Act and the rules and regulations of the Commission
      thereunder or contains an untrue statement of a material fact or omits to
      state any material fact required to be stated therein or necessary to make
      the statements therein not misleading in light of the circumstances then
      existing;

            (ix) use its reasonable best efforts to obtain the withdrawal of any
      order suspending the effectiveness of such registration statement or any
      post-effective amendment thereto at the earliest practicable date;

            (x) if requested by any managing underwriter or underwriters, any
      placement or sales agent or any Electing Holder, as applicable, promptly
      incorporate in a prospectus supplement or post-effective amendment such
      information as is required by the applicable rules and regulations of the
      Commission and as such managing underwriter or underwriters, such agent or
      such Electing Holder specifies should be included therein relating to the
      terms of the sale of such Registrable Securities, including information
      with respect to the principal amount of


                                       14
<PAGE>

      Registrable Securities being sold by such Electing Holder or agent or to
      any underwriters, the name and description of such Electing Holder, agent
      or underwriter, the offering price of such Registrable Securities and any
      discount, commission or other compensation payable in respect thereof, the
      purchase price being paid therefor by such underwriters and with respect
      to any other terms of the offering of the Registrable Securities to be
      sold by such Electing Holder or agent or to such underwriters; and make
      all required filings of such prospectus supplement or post-effective
      amendment promptly after notification of the matters to be incorporated in
      such prospectus supplement or post-effective amendment; provided, however,
      that after such Shelf Registration Statement has been declared effective
      by the Commission, the Company shall not be obligated to amend or
      supplement it more than one time per quarterly period for the sole purpose
      of naming additional Electing Holders.

            (xi) furnish to each Electing Holder, each placement or sales agent,
      if any, therefor, each underwriter, if any, thereof and the respective
      counsel referred to in Section 3(d)(vi) an executed copy (or, in the case
      of an Electing Holder, a conformed copy) of such Shelf Registration
      Statement, each such amendment and supplement thereto (in each case
      including all exhibits thereto (in the case of an Electing Holder of
      Registrable Securities, upon request) and documents incorporated by
      reference therein) and such number of copies of such Shelf Registration
      Statement (excluding exhibits thereto and documents incorporated by
      reference therein unless specifically so requested by such Electing
      Holder, agent or underwriter, as the case may be) and of the prospectus
      included in such Shelf Registration Statement (including each preliminary
      prospectus and any summary prospectus), in conformity in all material
      respects with the applicable requirements of the Securities Act and the
      Trust Indenture Act and the rules and regulations of the Commission
      thereunder, and such other documents, as such Electing Holder, agent, if
      any, and underwriter, if any, may reasonably request in order to permit
      such Electing Holder, agent and underwriter to satisfy the prospectus
      delivery requirements of the Securities Act; and the Company hereby
      consents to the use of such prospectus (including such preliminary and
      summary prospectus) and any amendment or supplement thereto by each such
      Electing Holder and by any such agent and underwriter, in each case in the
      form most recently provided to such person by the Company, in connection
      with the offering and sale of the Registrable Securities covered by the
      prospectus (in-


                                       15
<PAGE>

      cluding such preliminary and summary prospectus) or any supplement or
      amendment thereto;

            (xii) use reasonable best efforts to (A) register or qualify the
      Registrable Securities to be included in such Shelf Registration Statement
      under such securities laws or blue sky laws of such jurisdictions as any
      Electing Holder and each placement or sales agent, if any, therefor and
      underwriter, if any, thereof shall reasonably request, (B) keep such
      registrations or qualifications in effect and comply with such laws so as
      to permit the continuance of offers, sales and dealings therein in such
      jurisdictions during the period the Shelf Registration is required to
      remain effective under Section 2(b) above and for so long as may be
      necessary to enable any such Electing Holder, agent or underwriter to
      complete its distribution of Securities pursuant to such Shelf
      Registration Statement and (C) take any and all other actions as may be
      reasonably necessary or advisable to enable each such Electing Holder,
      agent, if any, and underwriter, if any, to consummate the disposition in
      such jurisdictions of such Registrable Securities; provided, however, that
      neither the Company nor the Guarantors shall not be required for any such
      purpose to (1) qualify as a foreign corporation in any jurisdiction
      wherein it would not otherwise be required to qualify but for the
      requirements of this Section 3(d)(xii), (2) consent to general service of
      process in any such jurisdiction or (3) make any changes to its
      certificate of incorporation or by-laws or any agreement between it and
      its stockholders;

            (xiii) use its reasonable best efforts to obtain the consent or
      approval of each governmental agency or authority, whether federal, state
      or local, which may be required to effect the Shelf Registration or the
      offering or sale in connection therewith or to enable the selling holder
      or holders to offer, or to consummate the disposition of, their
      Registrable Securities;

            (xiv) Unless any Registrable Securities shall be in book-entry only
      form, cooperate with the Electing Holders and the managing underwriters,
      if any, to facilitate the timely preparation and delivery of certificates
      representing Registrable Securities to be sold, which certificates, if so
      required by any securities exchange upon which any Registrable Securities
      are listed, shall be penned, lithographed or engraved, or produced by any
      combination of such methods, on steel engraved borders, and which
      certificates shall not bear any restrictive legends; and, in the case of
      an underwritten offering, enable such Registrable Securities to be in


                                       16
<PAGE>

      such denominations and registered in such names as the managing
      underwriters may request at least two business days prior to any sale of
      the Registrable Securities;

            (xv) provide a CUSIP number for all Registrable Securities, not
      later than the applicable Effective Time;

            (xvi) if an agreement of the type referred to in Section 3(d)(vi)
      hereof is entered into (A) obtain an opinion of counsel to the Company in
      customary form and covering such matters, of the type customarily covered
      by such an opinion, as the managing underwriters, if any, or as any
      Requesting Holders may reasonably request, addressed to such Requesting
      Holder or Electing Holders and the placement or sales agent, if any,
      therefor and the underwriters, if any, thereof and dated the effective
      date of such Shelf Registration Statement (and if such Shelf Registration
      Statement contemplates an underwritten offering of a part or all of the
      Registrable Securities, dated the date of the closing under the
      underwriting agreement relating thereto) (it being agreed that such
      opinion be substantially similar to and cover those matters covered in the
      opinion issued pursuant to Section 7(b) of the Purchase Agreement; (B)
      obtain a "cold comfort" letter or letters from the independent certified
      public accountants of the Company addressed to the selling Electing
      Holders, the placement or sales agent, if any, therefor or the
      underwriters, if any, thereof, dated (i) the effective date of such Shelf
      Registration Statement and (ii) the effective date of any prospectus
      supplement to the prospectus included in such Shelf Registration Statement
      or post-effective amendment to such Shelf Registration Statement which
      includes unaudited or audited financial statements as of a date or for a
      period subsequent to that of the latest such statements included in such
      prospectus (and, if such Shelf Registration Statement contemplates an
      underwritten offering pursuant to any prospectus supplement to the
      prospectus included in such Shelf Registration Statement or post-effective
      amendment to such Shelf Registration Statement which includes unaudited or
      audited financial statements as of a date or for a period subsequent to
      that of the latest such statements included in such prospectus, dated the
      date of the closing under the underwriting agreement relating thereto),
      such letter or letters to be in customary form and covering such matters
      of the type customarily covered by letters of such type; (C) deliver such
      documents and certificates, including officers' certificates, as may be
      reasonably requested by the Requesting Holders or the placement or sales
      agent, if any, therefor and the managing underwriters, if any, thereof to
      evidence the


                                       17
<PAGE>

      accuracy of the representations and warranties made pursuant to Section
      3(d)(vi) above or those contained in Section 5(a) hereof and the
      compliance with or satisfaction of any agreements or conditions contained
      in the underwriting agreement or other agreement entered into by the
      Company or the Guarantors; and (D) undertake such obligations relating to
      expense reimbursement, indemnification and contribution as are provided in
      Section 6 hereof;

            (xvii) notify in writing each holder of Registrable Securities of
      any proposal by the Company to amend or waive any provision of this
      Exchange and Registration Rights Agreement pursuant to Section 9(h) hereof
      and of any amendment or waiver effected pursuant thereto, each of which
      notices shall contain the text of the amendment or waiver proposed or
      effected, as the case may be;

            (xviii) in the event that any broker-dealer registered under the
      Exchange Act shall underwrite any Registrable 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 "Conduct
      Rules) of the National Association of Securities Dealers, Inc. ("NASD") or
      any successor thereto, as amended from time to time) thereof, whether as a
      holder of such Registrable Securities or as an underwriter, a placement or
      sales agent or a broker or dealer in respect thereof, or otherwise, assist
      such broker-dealer in complying with the requirements of such Conduct
      Rules, including by (A) if such Conduct Rules shall so require, engaging a
      "qualified independent underwriter" (as defined in such Conduct Rules) to
      participate in the preparation of the Shelf Registration Statement
      relating to such Registrable Securities, to exercise usual standards of
      due diligence in respect thereto and, if any portion of the offering
      contemplated by such Shelf Registration Statement is an underwritten
      offering or is made through a placement or sales agent, to recommend the
      yield of such Registrable Securities, (B) indemnifying any such qualified
      independent underwriter to the extent of the indemnification of
      underwriters provided in Section 6 hereof (or to such other customary
      extent as may be requested by such underwriter), and (C) providing such
      information to such broker-dealer as may be required in order for such
      broker-dealer to comply with the requirements of the Conduct Rules; and

            (xix) comply in all material respects with all applicable rules and
      regulations of the Commission, and make generally available to its
      securityholders as soon as practicable but in any event not later than


                                       18
<PAGE>

      eighteen months after the effective date of such Shelf Registration
      Statement, an earning statement of the Company and its subsidiaries
      complying with Section 11(a) of the Securities Act (including, at the
      option of the Company, Rule 158 thereunder).

            (e) In the event that the Company would be required, pursuant to
Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or
sales agent, if any, therefor and the managing underwriters, if any, thereof,
the Company shall within five business days prepare and furnish to each of the
Electing Holders, to each placement or sales agent, if any, and to each such
underwriter, if any, a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of Registrable
Securities, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder and shall not 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 in
light of the circumstances then existing. Each Electing Holder agrees that upon
receipt of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof,
such Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Company, such
Electing Holder shall deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in such Electing Holder's
possession of the prospectus covering such Registrable Securities at the time of
receipt of such notice.

            (f) In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
Questionnaire, the Company may require such Electing Holder to furnish to the
Company such additional information regarding such Electing Holder and such
Electing Holder's intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing
Holder agrees to notify the Company as promptly as practicable of any inaccuracy
or change in information previously furnished by such Electing Holder to the
Company or of the occurrence of any event in either case as a result of which
any prospectus relating to such Shelf Registration contains or would contain an
untrue statement of a material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
or omits to state any material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, and promptly to


                                       19
<PAGE>

furnish to the Company any additional information required to correct and update
any previously furnished information or required so that such prospectus shall
not contain, with respect to such Electing Holder or the disposition of such
Registrable Securities, 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 in light of the circumstances then existing.

            (g) Until the expiration of two years after the Closing Date, the
Company will not, and will not permit any of its "affiliates" (as defined in
Rule 144) to, resell any of the Securities that have been reacquired by it or
any of them except pursuant to an effective registration statement under the
Securities Act.

            4. Registration Expenses.

            The Company agrees to bear and to pay or cause to be paid promptly
all expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production, distribution
and reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) fees, disbursements and expenses of any


                                       20
<PAGE>

"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) fees, disbursements and expenses of one counsel (not to exceed
$25,000) for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (j) any
fees charged by securities rating services for rating the Securities, and (k)
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities
or any placement or sales agent therefor or underwriter thereof, the Company
shall reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

            5. Representations and Warranties.

            Each of the Company and the Guarantors represents and warrants to,
and agrees with, each Purchaser and each of the holders from time to time of
Registrable Securities that:

            (a) Each registration statement covering Registrable Securities and
each prospectus (including any preliminary or summary prospectus) contained
therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any
further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the
case may be, and, in the case of an underwritten offering of Registrable
Securities, at the time of the closing under the underwriting agreement relating
thereto, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not 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 in light of the circumstances then
existing; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than from (i)
such time as a notice has been given to holders of Registrable Securities
pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such
time as the Company furnishes an amended or supplemented prospectus pursuant to
Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and
each prospec-


                                       21
<PAGE>

tus (including any summary prospectus) contained therein or furnished pursuant
to Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will
conform in all material respects to the requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder and will not 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 in the light of the circumstances then
existing; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by a holder of Registrable
Securities or its designated representatives or advisors expressly for use
therein.

            (b) Any documents incorporated by reference in any prospectus
referred to in Section 5(a) hereof, when they become or became effective or are
or were filed with the Commission, as the case may be, will conform or conformed
in all material respects to the requirements of the Securities Act or the
Exchange Act, as applicable, and none of such documents will contain or
contained an untrue statement of a material fact or will omit or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by a holder of Registrable Securities or its
designated representatives or advisors expressly for use therein.

            (c) The compliance by the each of Company and the Guarantors with
all of the provisions of this Exchange and Registration Rights Agreement and the
consummation of the transactions herein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or any subsidiary of the Company is a party
or by which the Company or any subsidiary of the Company is bound or to which
any of the property or assets of the Company or any subsidiary of the Company is
subject, except as would not, individually or in the aggregate, have a material
adverse effect on the current or future financial position, stockholders' equity
or results of operations of the Company and its subsidiaries, nor will such
action result in any violation of the provisions of any certificate of
incorporation, as amended, charter, by-laws or other organizational documents of
the Company or any of the Guarantors or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any subsidiary of the Company or any of their properties; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the
consumma-


                                       22
<PAGE>

tion by the Company and the Guarantors of the transactions contemplated by this
Exchange and Registration Rights Agreement, except the registration under the
Securities Act of the Securities, qualification of the Indenture under the Trust
Indenture Act and such consents, approvals, authorizations, registrations or
qualifications as may be required under State securities or blue sky laws in
connection with the offering and distribution of the Securities.

            (d) This Exchange and Registration Rights Agreement has been duly
authorized, executed and delivered by each of the Company and Guarantors.

            6. Indemnification.

            (a) Indemnification by the Company and the Guarantors. The Company
and the Guarantors, jointly and severally, will indemnify and hold harmless each
of the holders of Registrable Securities included in an Exchange Registration
Statement, each of the Electing Holders of Registrable Securities included in a
Shelf Registration Statement and each person who participates as a placement or
sales agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or several,
to which such holder, agent or underwriter may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Exchange Registration Statement or Shelf Registration Statement, as the case may
be, under which such Registrable Securities were registered under the Securities
Act, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such holder, Electing Holder, agent or
underwriter, or any amendment 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 not
misleading, and will reimburse such holder, such Electing Holder, such agent and
such underwriter for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that neither the Company nor the
Guarantors shall be liable to any such person in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such person
expressly for use therein.

            (b) Indemnification by the Holders and any Agents and Underwriters.
The Company may require, as a condition to including any Registrable Securities
in any registration statement filed pursuant to Section 2(b) hereof and to
entering into


                                       23
<PAGE>

any underwriting agreement with respect thereto, that the Company shall have
received an undertaking reasonably satisfactory to it from the Electing Holder
of such Registrable Securities and from each underwriter named in any such
underwriting agreement, severally and not jointly, to (i) indemnify and hold
harmless the Company and all other holders of Registrable Securities, against
any losses, claims, damages or liabilities to which the Company or such other
holders of Registrable Securities may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or
any amendment 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 not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Electing Holder or underwriter expressly for use therein, and (ii) reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that no such Electing Holder shall be
required to undertake liability to any person under this Section 6(b) for any
amounts in excess of the dollar amount of the proceeds to be received by such
Electing Holder from the sale of such Electing Holder's Registrable Securities
pursuant to such registration.

            (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall 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, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in


                                       24
<PAGE>

each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

            (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which 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 such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price


                                       25
<PAGE>

at which the Registrable Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. 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. The holders' and any underwriters'
obligations in this Section 6(d) to contribute shall be several in proportion to
the principal amount of Registrable Securities registered or underwritten, as
the case may be, by them and not joint.

            (e) The obligations of the Company and the Guarantors under this
Section 6 shall be in addition to any liability which the Company or the
Guarantors may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of the
holders and any agents or underwriters contemplated by this Section 6 shall be
in addition to any liability which the respective holder, agent or underwriter
may otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company or the Guarantors (including any person who,
with his consent, is named in any registration statement as about to become a
director of the Company or the Guarantors) and to each person, if any, who
controls the Company within the meaning of the Securities Act.

            7. Underwritten Offerings.

            (a) Selection of Underwriters. If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by the Requesting Holders, provided that such designated managing underwriter or
underwriters is or are reasonably acceptable to the Company.

            (b) Participation by Holders. Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may participate in
any underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis 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.


                                       26
<PAGE>

            8. Rule 144.

            The Company covenants to the holders of Registrable Securities that
to the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

            9. Miscellaneous.

            (a) No Inconsistent Agreements. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant, registration
rights with respect to Registrable Securities or any other securities which
would be inconsistent with the terms contained in this Exchange and Registration
Rights Agreement.

            (b) Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of the Company under this
Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction.

            (c) Notices. All notices, requests, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, if delivered personally or by courier,
or three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045 and if to a
holder, to the ad-


                                       27
<PAGE>

dress of such holder set forth in the security register or other records of the
Company, or to such other address as the Company or any such holder may have
furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

            (d) Parties in Interest. All the terms and provisions of this
Exchange and Registration Rights Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the parties hereto and the holders
from time to time of the Registrable Securities and the respective successors
and assigns of the parties hereto and such holders. In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be deemed a beneficiary hereof for all purposes and such Registrable
Securities shall be held subject to all of the terms of this Exchange and
Registration Rights Agreement, and by taking and holding such Registrable
Securities such transferee shall be entitled to receive the benefits of, and be
conclusively deemed to have agreed to be bound by all of the applicable terms
and provisions of this Exchange and Registration Rights Agreement. If the
Company shall so request, any such successor, assign or transferee shall agree
in writing to acquire and hold the Registrable Securities subject to all of the
applicable terms hereof.

            (e) Survival. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange
and Registration Rights Agreement or made pursuant hereto shall remain in full
force and effect regardless of any investigation (or statement as to the results
thereof) made by or on behalf of any holder of Registrable Securities, any
director, officer or partner of such holder, any agent or underwriter or any
director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer.

            (f) Governing Law. This Exchange and Registration Rights Agreement
shall be governed by and construed in accordance with the laws of the State of
New York.

            (g) Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.


                                       28
<PAGE>

            (h) Entire Agreement; Amendments. This Exchange and Registration
Rights Agreement and the other writings referred to herein (including the
Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings among the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement may be amended
and the observance of any term of this Exchange and Registration Rights
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by
the Company and the holders of at least a majority in aggregate principal amount
of the Registrable Securities at the time outstanding. Each holder of any
Registrable Securities at the time or thereafter outstanding shall be bound by
any amendment or waiver effected pursuant to this Section 9(h), whether or not
any notice, writing or marking indicating such amendment or waiver appears on
such Registrable Securities or is delivered to such holder.

            (i) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and copying on any business
day by any holder of Registrable Securities for proper purposes only (which
shall include any purpose related to the rights of the holders of Registrable
Securities under the Securities, the Indenture and this Agreement) at the
offices of the Company at the address thereof set forth in Section 9(c) above
and at the office of the Trustee under the Indenture.

            (j) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.


                                       29
<PAGE>

            If the foregoing is in accordance with your understanding, please
sign and return to us one for the Company and each of the Representatives plus
one for each counsel counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement among each of the Purchasers, the
Guarantors and the Company. It is understood that your acceptance of this letter
on behalf of each of the Purchasers is pursuant to the authority set forth in a
form of Agreement among Purchasers, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.

                                        Very truly yours,

                                        IMC Global Inc.


                                        By: /s/ J. Bradford James
                                            -----------------------------------
                                            Name: J. Bradford James
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                       30
<PAGE>

                                        CAREY SALT COMPANY
                                        GSL CORPORATION
                                        HARRIS CHEMICAL NORTH AMERICA, INC.
                                        IMC CANADA LTD.
                                        IMC CHEMICALS INC.
                                        IMC GLOBAL OPERATIONS INC.
                                        IMC GLOBAL POTASH HOLDINGS INC.
                                        IMC INORGANIC CHEMICALS INC.
                                        IMC KALIUM OGDEN CORP.
                                        IMC PHOSPHATES MP INC.
                                        IMC POTASH CARLSBAD INC.
                                        IMC POTASH COLONSAY INC.
                                        IMC SALT INC.
                                        IMC USA INC.
                                        KCL HOLDINGS, INC.
                                        NAMSCO INC.
                                        NATI LLC
                                        THE VIGORO CORPORATION


                                        /s/ J. Bradford James
                                        ---------------------------------
                                        J. Bradford James, Vice President


                                        PHOSPHATE RESOURCE PARTNERS LIMITED
                                        PARTNERSHIP

                                        By:  IMC Global Inc.
                                        Its: Administrative General Managing
                                             Partner

                                        /s/ J. Bradford James
                                        ------------------------------------
                                        J. Bradford James, Vice President


                                        By:  FMRP Inc.
                                        Its: General Partner


                                        /s/ J. Bradford James
                                        ------------------------------------
                                        J. Bradford James, Vice President


                                        IMC PHOSPHATES COMPANY

                                        By:  IMC Phosphates MP Inc.
                                        Its: Managing Partner

                                        /s/ J. Bradford James
                                        ------------------------------------
                                        J. Bradford James, Vice President


                                       31
<PAGE>

Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
As Representatives of the Purchasers

      /s/ Goldman, Sachs & Co.
--------------------------------------
       (Goldman, Sachs & Co.)


J.P. Morgan Securities Inc.

By: /s/ Dawn E. Conn
    ----------------------------------
    Name: Dawn E. Conn
    Title: Vice President


                                       32
<PAGE>

                                                                       Exhibit A

                                IMC Global, Inc.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE](a)

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the IMC Global Inc. (the "Company")
11.250% Senior Notes Due 2011 (the "Securities") are held.

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

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact IMC Global Inc.,
100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045, telephone (847)
739-1200, Attention: Chief Financial Officer.

----------
(a)   Not less than 28 calendar days from date of mailing.


                                      A-1
<PAGE>

                                 IMC Global Inc.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between IMC Global Inc. (the
"Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form [__] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's 11.250% Senior Notes Due 2011 (the "Securities"). A copy
of the Exchange and Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.


                                      A-2
<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.(10)

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                      A-3
<PAGE>

                                  QUESTIONNAIRE

(1)   (a)   Full Legal Name of Selling Securityholder:

      (b)   Full Legal Name of Registered Holder (if not the same as in (a)
            above) of Registrable Securities Listed in Item (3) below:

      (c)   Full Legal Name of DTC Participant (if applicable and if not the
            same as (b) above) Through Which Registrable Securities Listed in
            Item (3) below are Held:

(2)         Address for Notices to Selling Securityholder:

                                        ________________________________________

                                        ________________________________________

                                        ________________________________________

            Telephone:                  ________________________________________

            Fax:                        ________________________________________

            Contact Person:             ________________________________________

(3)   Beneficial Ownership of Securities:

      Except as set forth below in this Item (3), the undersigned does not
      beneficially own any Securities.

      (a)   Principal amount of Registrable Securities beneficially owned: _____

            CUSIP No(s). of such Registrable Securities:

            ____________________________________________________________________

      (b)   Principal amount of Securities other than Registrable Securities
            beneficially owned:_________________________________________________

            CUSIP No(s). of such other Securities:

            ____________________________________________________________________

      (c)   Principal amount of Registrable Securities which the undersigned
            wishes to be included in the Shelf Registration Statement: _________

            CUSIP No(s). of such Registrable Securities to be included in the
            Shelf Registration Statement: ______________________________________


                                      A-4
<PAGE>

(4)   Beneficial Ownership of Other Securities of the Company:

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

      State any exceptions here:

(5)   Relationships with the Company:

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

      State any exceptions here:

(6)   Plan of Distribution:

      Except as set forth below, the undersigned Selling Securityholder intends
      to distribute the Registrable Securities listed above in Item (3) only as
      follows (if at all): Such Registrable Securities may be sold from time to
      time directly by the undersigned Selling Securityholder or, alternatively,
      through underwriters, broker-dealers or agents. Such Registrable
      Securities may be sold in one or more transactions at fixed prices, at
      prevailing market prices at the time of sale, at varying prices determined
      at the time of sale, or at negotiated prices. Such sales may be effected
      in transactions (which may involve crosses or block transactions) (i) on
      any national securities exchange or quotation service on which the
      Registered Securities may be listed or quoted at the time of sale, (ii) in
      the over-the-counter market, (iii) in transactions otherwise than on such
      exchanges or services or in the over-the-counter market, or (iv) through
      the writing of options. In connection with sales of the Registrable
      Securities or otherwise, the Selling Securityholder may enter into hedging
      transactions with broker-dealers, which may in turn engage in short sales
      of the Registrable Securities in the course of hedging the positions they
      assume. The Selling Securityholder may also sell Registrable Securities
      short and deliver Registrable Securities to close out such short
      positions, or loan or pledge Registrable Securities to broker-dealers that
      in turn may sell such securities.

      State any exceptions here:


                                      A-5
<PAGE>

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

         (i)      To the Company:

                  IMC Global Inc.
                  100 South Saunders Road,
                  Suite 300
                  Lake Forest, Illinois  60045
                  Attention: Chief Financial Officer
                  (847) 739-1200

         (ii)     With a copy to:

                  Kirkland & Ellis
                  200 East Randolph Drive
                  Chicago, Illinois  60601
                  Attention: Michael G. Timmers, Esq.
                  (312) 861-2000


                                      A-6
<PAGE>

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.


                                      A-7
<PAGE>

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

Dated: ___________________________


                                        ________________________________________
                                        Selling Securityholder
                                        (Print/type full legal name of
                                        beneficial owner of Registrable
                                        Securities)


                                        By: ____________________________________
                                            Name:
                                            Title:


                                      A-8
<PAGE>

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                         Kirkland & Ellis
                         200 East Randolph Drive
                         Chicago, Illinois  60601
                         Attention: Michael G. Timmers, Esq.
                         (312) 861-2000


                                      A-9
<PAGE>

                                                                       Exhibit B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
IMC Global Inc.
c/o The Bank of New York
Corporate Trust Administration
101 Barclay Street, 21st Floor West
New York, New York  10286

Attention: Trust Officer

         Re: IMC Global Inc. (the "Company")
             11.250% Senior Notes Due 2011

Dear Sirs:

Please be advised that ______________ has transferred $____________ aggregate
principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form [ ] (File No. 333- ) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                        Very truly yours,


                                        ________________________________________
                                                         (Name)


                                        By: ____________________________________
                                                          (Authorized Signature)


                                       B-1